Common use of Additional Loan Parties Clause in Contracts

Additional Loan Parties. 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) 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 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 Equity Interests or Indebtedness of such Person (other than an 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, in each case in form, content and scope reasonably satisfactory to the GSO Entities (it being understood that in no event shall the Borrower be required to take any action outside of the United States in order to create or perfect any security interest in any Equity Interests of a foreign Subsidiary 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 waiver or Consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower.

Additional Loan Parties. Notify In accordance with the Agent at terms of this Section 6.12, cause each Wholly Owned Unrestricted Subsidiary of the time Parent (other than the Borrower) to be a Guarantor hereunder, other than each Wholly Owned Unrestricted Subsidiary that, when taken together with all other Wholly Owned Unrestricted Subsidiaries of the Parent that any Person becomes are not Guarantors, is not a domestic Significant Subsidiary, and promptly thereafter (. Promptly and in any event within fifteen (15) 10 Business Days following the date the Loan Parties become aware that one or such longer period more Wholly Owned Unrestricted Subsidiaries which are not Guarantors constitute a Significant Subsidiary (and in no event later than 10 Business Days after the date the Loan Parties deliver a schedule as may be agreed to required by the GSO Entities in its reasonable discretionSection 6.02(b) demonstrating that one or more Wholly Owned Unrestricted Subsidiaries which are not Guarantors constitute a Significant Subsidiary), cause any such Person (a) which does not qualify as a Non-Guarantor Subsidiary to the Loan Parties shall (i) become cause one or more Wholly Owned Unrestricted Subsidiaries that are not already a Loan Party by executing and delivering to execute a joinder agreement to the Agent a Joinder to this Agreement or a Joinder Guaranty in form and substance reasonably satisfactory to the Facility Guaranty or Administrative Agent such other documents as that the GSO Entities shall deem appropriate for such purposeWholly Owned Unrestricted Subsidiaries of the Parent which continue to not be Guarantors do not constitute a Significant Subsidiary, (ii) gxxxx x Xxxx deliver to the Administrative Agent on the items referenced in clauses (iv), (v) and (vi) of subsection (a) of Article IV with respect to each 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, Person and (iii) deliver to provide the Administrative Agent documents of with the types referred to in clauses (iii) and (iv) of Section 4.01(a) and opinions of counsel to U.S. taxpayer identification for each such Person (which shall coveror the equivalent thereof, among other things, in the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if event any Equity Interests or Indebtedness of such Person (other than an 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, not organized under 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 GSO Entities (it being understood that in no event shall the Borrower be required to take any action outside laws of the United States in order to create States, any State thereof or perfect any security interest in any Equity Interests the District of a foreign Subsidiary and no foreign law security or pledge agreements, deeds, filings or searches will be requiredColumbia). In no event shall compliance with this Section 6.11 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower.

Additional Loan Parties. Notify If for purposes of complying with the terms hereof, the Borrower notifies the Administrative Agent at and the time Lenders that any Person becomes it intends to cause 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 Nonnon-Guarantor Loan Party Subsidiary to (i) become a Loan Party, such Subsidiary shall become a Loan Party by executing and delivering to the Administrative Agent a Joinder joinder to this Agreement or a Joinder and each Collateral Document, such joinder to be in form and substance reasonably satisfactory to the Facility Guaranty or such Administrative Agent, accompanied by (i) all other documents as the GSO Entities shall deem appropriate for such purposeapplicable Loan Documents related thereto and in connection therewith, and (ii) gxxxx x Xxxx to the Agent on such Person’s Intellectual Property certified copies of certificates or articles of incorporation or organization, by-laws, membership operating agreements, and other assets organizational documents, appropriate authorizing resolutions of the same type that constitute Collateral (other than for the avoidance board 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 Equity Interests or Indebtedness of such Person (other than an 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 directors of such Subsidiary, in each case in formand if the Administrative Agent shall so reasonably request, content and scope reasonably satisfactory opinions of counsel comparable to those delivered pursuant to Section 3.1(c); provided that, notwithstanding anything to the GSO Entities (it being understood that contrary in the Loan Documents, in no event shall the Borrower any Excluded Subsidiary be required to take any action outside 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 United States Sterling Acquisition; and that in order the event there is a newly formed or acquired Subsidiary that is not an Excluded Subsidiary, the Borrower shall cause such Subsidiary to create or perfect any security interest in any Equity Interests of join as a foreign Subsidiary 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 waiver or Consent to any transaction giving rise Guarantor pursuant to the need to comply with this Section 6.11 if documentation required above within 90 days (or such transaction was not otherwise expressly permitted longer period as agreed by this Agreement the Administrative Agent) after the acquisition or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrowerformation thereof.

Additional Loan Parties. Notify the Administrative Agent at the time that promptly after any Person becomes a domestic Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, any Subsidiary ceasing to be an Excluded Subsidiary and any acquisition pursuant to a Division)) of the Parent, and promptly thereafter (and in any event within fifteen thirty (1530) Business Days or such longer Days, which time period as may be agreed to by extended at the GSO Entities in its reasonable Administrative Agent’s discretion), (a)(i) cause any such Person (a) which does not qualify as a Non-Guarantor Subsidiary to (i) become a Loan Party Borrower or Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement to this Agreement or a Joinder to counterpart of the Facility Guaranty or such other documents document as the GSO Entities Administrative Agent shall deem reasonably appropriate for such purpose, (ii) gxxxx subject to the requirements of Section 6.14(b), xxxxx x Xxxx to the Collateral Agent on such Person’s Intellectual Property and other assets of on the same type that types of assets which constitute Collateral (other than for under the avoidance of doubt, Real Estate and other Excluded Property) Security Documents 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, 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 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 (other than an 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 SubsidiaryIndebtedness, in each case in form, content and scope reasonably satisfactory to the GSO Entities (it being understood that in no event shall the Borrower be required to take Administrative Agent. In addition, for purposes of compliance with Section 6.01, any action outside direct or indirect parent entity of the United States Parent may become a guarantor by executing and delivering to the Administrative Agent a guarantee agreement in order a form satisfactory to create the Administrative Agent which shall be executed by the Lead Borrower and such parent; provided that such parent entity shall not otherwise be deemed to be a “Borrower”, “Guarantor” or perfect “Loan Party” for any security interest in any Equity Interests of a foreign Subsidiary and no foreign law security or pledge agreements, deeds, filings or searches will be required)purpose under this Agreement. In no event shall compliance with this Section 6.11 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a BorrowerBorrower or Guarantor or permit the inclusion of any acquired assets in the computation of the Borrowing Base (other than cash).

Additional Loan Parties. 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) 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 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 Equity Interests or Indebtedness of such Person (other than an 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, in each case in form, content and scope reasonably satisfactory to the GSO Entities (it being understood that in no event shall the Borrower be required to take any action outside of the United States in order to create or perfect any security interest in any Equity Interests of a foreign Subsidiary and no foreign law 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 waiver or Consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower.

Additional Loan Parties. Notify the Agent at the time Upon (i) any Loan Party creating or acquiring any Subsidiary that any Person becomes is a domestic wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary, and a FSHCO or a Foreign Subsidiary) after the Closing Date, (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Immaterial Subsidiary, ceasing to be a FSHCO or ceasing to be a Foreign Subsidiary, or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) pursuant to Section 6.11, such Loan Party shall, to the extent that it does not violate any Gaming Law or, if necessary, has received the approval of the applicable Gaming Authority, (A) cause each such Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) to promptly thereafter (and but in any event within fifteen 90 days after the later of such event described in clause (15i); (ii) Business Days or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may be agreed agree to by the GSO Entities in its reasonable discretiondiscretion or as required to obtain any necessary Gaming Approval)), cause any such Person (a) which does not qualify as execute and deliver a Non-Guarantor Subsidiary to (i) become a Loan Party by executing Guaranty and delivering to the Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty or all such other documents and certificates as the GSO Entities shall deem appropriate for Administrative Agent may reasonably request in order to have 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, Restricted Subsidiary become a Guarantor and (iiiB) deliver to the Administrative Agent documents 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 types referred to in clauses (iii) and (iv) of Section 4.01(a) and opinions of counsel to such Person (which Borrower or the Restricted Subsidiaries 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 (other than an 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, in each case in form, content and scope reasonably satisfactory to the GSO Entities (it being understood that in no event shall the Borrower be required to take any action outside 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 United States in order to create or perfect any security interest in any Equity Interests of a foreign Subsidiary and no foreign law security or pledge agreements, deeds, filings or searches will be requiredBorrower without further action by the Creditor Parties). In no event shall compliance with To the extent approvals of any Gaming Authorities for any actions required by this Section 6.11 waive or be deemed a waiver or Consent are required by applicable Gaming Laws, the Borrower and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to any transaction giving rise promptly (as reasonably determined by the Borrower in good faith) apply for and to the need to comply with this Section 6.11 if pursue such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrowerapprovals.

Additional Loan Parties. 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 Agent in its reasonable discretion), cause any such Person (a) which does not qualify as a Non-Guarantor Subsidiary to (i) become a Loan Party by executing and delivering to the Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty or such other documents as the GSO Entities Agent shall deem appropriate for such purpose, (ii) gxxxx 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 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 Equity Interests or Indebtedness of such Person (other than an 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, in each case in form, content and scope reasonably satisfactory to the GSO Entities Agent (it being understood that in no event shall the Borrower be required to take any action outside of the United States in order to create or perfect any security interest in any Equity Interests of a foreign Subsidiary and no foreign law 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 waiver or Consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower.

Additional Loan Parties. 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 Upon (i) become a any Loan Party by executing and delivering to the Agent creating or acquiring any Subsidiary that is a Joinder to this Agreement or 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 Equity Interests or Indebtedness of such Person wholly-owned Restricted Subsidiary (other than an Excluded Subsidiary) are after the Closing Date, (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Excluded Subsidiary (including any such Restricted Subsidiary that has become a wholly-owned Restricted Subsidiary unless such Restricted Subsidiary is otherwise an Excluded Subsidiary), or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly-owned Restricted Subsidiary (other than an Excluded Subsidiary) pursuant to Section 6.11, such Loan Party shall, to the extent that it does not violate any Gaming Law or, if necessary, has received the approval of the applicable Gaming Authority, (A) cause each such Restricted Subsidiary (other than an Excluded Subsidiary) to promptly (but in any event within 180 days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor and (B) deliver to the Administrative Agent all legal opinions reasonably requested by or the Administrative Agent relating to the matters described above covering matters similar to those covered in the opinions delivered on behalf the Closing Date with respect to such Guarantor; provided that, notwithstanding anything in this Agreement to the contrary, any Immaterial Subsidiary that is a guarantor of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Material 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 Borrower or the non-voting Equity Interests of such Subsidiary, in each case in form, content and scope reasonably satisfactory to the GSO Entities (it being understood that in no event Restricted Subsidiaries shall the Borrower be required to take any action outside 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 United States in order to create or perfect any security interest in any Equity Interests of a foreign Subsidiary and no foreign law security or pledge agreements, deeds, filings or searches will be requiredBorrower without further action by the Creditor Parties). In no event shall compliance with To the extent approvals of any Gaming Authorities for any actions required by this Section 6.11 waive or be deemed a waiver or Consent are required by applicable Gaming Laws, the Borrower and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to any transaction giving rise promptly (as reasonably determined by the Borrower in good faith) apply for and to the need to comply with this Section 6.11 if pursue such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrowerapprovals.

Additional Loan Parties. Notify the Agent at the time that any Person becomes a domestic Subsidiary, and promptly thereafter (and in any event within fifteen thirty (1530) Business Days days or such longer period later date as the Agent may be agreed to by the GSO Entities in its reasonable discretionagree), cause any such Person that is a wholly-owned domestic Subsidiary (other than any wholly-owned domestic Subsidiary that is an Immaterial Subsidiary or that is owned by a CFC or that is a Foreign Subsidiary Holding Company), or cause any wholly-owned domestic Subsidiary (other than any such Subsidiary that is owned by a CFC or that is a Foreign Subsidiary Holding Company) previously designated as an Immaterial Subsidiary that thereafter becomes a Material Subsidiary, to (a) which does not qualify as a Non-Guarantor Subsidiary to (i) become a Loan Party by executing and delivering to the Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty or such other documents as the GSO Entities Agent shall deem appropriate for such purpose, (iib) gxxxx 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 and other Excluded Property) to secure the Obligations, and (iiic) deliver to the Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and and, if requested by the 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)), and (b) if any Equity Interests or Indebtedness of such Person (other than an Excluded Subsidiary) are owned by or on behalf of any Loan Party, 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, in each case in form, content and scope reasonably satisfactory to the GSO Entities (it being understood that in no event shall the Borrower be required to take Agent; provided that, if any action outside such wholly-owned domestic Subsidiary owns assets of the United States type which would be included in order to create or perfect any security interest in any Equity Interests of the Borrowing Base, such Subsidiary shall join the Loan Documents as a foreign Subsidiary and no foreign law security or pledge agreements, deeds, filings or searches will be required)Borrower thereunder. In no event shall compliance with this Section 6.11 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a BorrowerBorrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent at the time that promptly after any Person becomes a domestic SubsidiarySubsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary of the Lead Borrower, and promptly thereafter (and in any event within fifteen (15) Business Days or such longer period as may be agreed to Days) if requested by the GSO Entities in its reasonable discretion)Administrative Agent, (a) (i) cause any such Person (a) which does not qualify as a Non-Guarantor Subsidiary to (i) become a Loan Party Borrower or Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement to this Agreement or a Joinder to counterpart of the Facility Guaranty or such other documents document as the GSO Entities Administrative Agent shall deem reasonably appropriate for such purpose, (ii) gxxxx subject to the requirements of Section 6.16(b), xxxxx x Xxxx to the Collateral Agent on such Person’s Intellectual Property and other assets of on the same type that types of assets which constitute Collateral (other than for under the avoidance of doubt, Real Estate and other Excluded Property) Security Documents 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, 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 (other than an 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 SubsidiaryIndebtedness, in each case in form, content and scope reasonably satisfactory to the GSO Entities (it being understood that in no event shall the Borrower be required to take Administrative Agent. In addition, for purposes of compliance with Section 6.01, any action outside direct or indirect parent entity of the United States Lead Borrower may become a guarantor by executing and delivering to the Administrative Agent a guarantee agreement in order a form satisfactory to create the Administrative Agent which shall be executed by the Lead Borrower and such parent; provided that such parent entity shall not otherwise be deemed to be a “Borrower”, “Guarantor” or perfect “Loan Party” for any security interest in any Equity Interests of a foreign Subsidiary and no foreign law security or pledge agreements, deeds, filings or searches will be required)purpose under this Agreement. In no event shall compliance with this Section 6.11 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a BorrowerBorrower or Guarantor or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Agent at the time that any Person becomes a domestic Subsidiary, and promptly thereafter Domestic Subsidiary that the Borrower in its sole discretion elects to cause such Subsidiary to become a Loan Party or if the Borrower in its sole discretion elects to cause any of its other Subsidiaries that is not a Loan party to become a Loan Party (and in any event within fifteen (15) Business Days or such longer period as may be agreed to it being acknowledged by the GSO Entities in its reasonable discretionCredit Parties that the Borrower is not obligated to cause any such Subsidiary to become a Loan Party). If the Borrower elects to cause any such Subsidiary to become a Loan Party, cause any such Person (a) which does not qualify as a Non-Guarantor Subsidiary to (i) become a Loan Party by executing and delivering to the Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty or such other documents as the GSO Entities shall deem appropriate for such purposeAgreement, (iib) gxxxx to xxxxx x Xxxx to secure the Obligations to the Agent on such Person’s Intellectual Property and other assets of the same type that types of assets which constitute Collateral under the Security Documents (other than for subject to the avoidance of doubt, Real Estate and other Excluded Property) to secure the Obligationslimitations contained therein), and (iiic) to deliver to the Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and and, if reasonably requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above). Notwithstanding anything to the contrary contained herein or in clause (a))any other Loan Document, and (b) if Agent shall not accept delivery of any Equity Interests or Indebtedness of such Person (other than an Excluded Subsidiary) are owned by or on behalf joinder to any Loan Document with respect to any Subsidiary of any Loan Party that is not a Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is that qualifies as a CFC, “legal entity customer” under the Equity Interests of Beneficial Ownership Regulation unless such Subsidiary has delivered a Beneficial Ownership Certification in relation to be pledged shall be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of Agent has completed its Patriot Act searches, OFAC/PEP searches and customary individual background checks for such Subsidiary, in each case in form, content and scope reasonably the results of which shall be satisfactory to the GSO Entities (it being understood that in no event shall the Borrower be required to take any action outside of the United States in order to create or perfect any security interest in any Equity Interests of a foreign Subsidiary Agent 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 waiver or Consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrowerall Lenders.

Additional Loan Parties. Notify the Administrative Agent at the time that any Person becomes a domestic Subsidiary, and whether the Borrower in its discretion elects to cause such Subsidiary to become a Loan Party (it being acknowledged by the Credit Parties that the Borrower is not obligated to cause such Subsidiary to become a Loan Party) and if any Equity Interests or Indebtedness of such Person are owned by any Loan Party, to promptly thereafter (and in any event within fifteen thirty (1530) Business Days days or such longer period as may be agreed the Administrative Agent shall agree) cause such Loan Party to pledge such Equity Interests and any promissory notes evidencing such Indebtedness to the extent required pursuant by the GSO Entities Security Agreement, in its reasonable discretioneach case in form, content and scope reasonably satisfactory to the Administrative Agent. If the Borrower elects to cause such Subsidiary to become a Loan Party: promptly thereafter (and in any event within thirty (30) days or such longer period as the Administrative Agent shall agree), cause any such Person (a) which does not qualify as a Non-Guarantor Subsidiary to (i) become a Loan Party by executing and delivering to the Administrative Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty or such other documents as the GSO Entities shall deem appropriate for such purposeAgreement, (iib) gxxxx to xxxxx x Xxxx to the Collateral Agent on such Person’s Intellectual Property and other assets of the same type that constitute Collateral (other than for the avoidance of doubt, Real Estate and other Excluded Property) to secure the ObligationsObligations and Other Liabilities on the same types of assets which constitute Collateral under the Security Documents, and (iiic) to deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and 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 (b) if any Equity Interests or Indebtedness of such Person (other than an Excluded Subsidiary) are owned by or on behalf of any Loan Party, 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, in each case in form, content and scope reasonably satisfactory to the GSO Entities (it being understood that in no event shall the Borrower be required to take any action outside of the United States in order to create or perfect any security interest in any Equity Interests of a foreign Subsidiary and no foreign law security or pledge agreements, deeds, filings or searches will be requiredabove). In no event shall compliance with this Section 6.11 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.11 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a BorrowerBorrower or Guarantor or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent at the time that promptly after any Person becomes a domestic Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary) of the Parent, and promptly thereafter (and in any event within fifteen (15) Business Days or such longer period as may be agreed to Days) if requested by the GSO Entities in its reasonable discretion)Administrative Agent, (i) cause any such Person (a) which does not qualify as a Non-Guarantor Subsidiary to (i) become a Loan Party Borrower or Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement to this Agreement or a Joinder to counterpart of the Facility Guaranty or such other documents document as the GSO Entities Administrative Agent shall deem reasonably appropriate for such purpose, (ii) gxxxx subject to the requirements of Section 6.14(b), xxxxx x Xxxx to the Collateral Agent on such Person’s Intellectual Property and other assets of on the same type that types of assets which constitute Collateral (other than for under the avoidance of doubt, Real Estate and other Excluded Property) Security Documents to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iii), (iv), (ix) and (ivxii) 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 (b) if any Equity Interests or Indebtedness of such Person (other than an Excluded Subsidiary) are owned by or on behalf of any Loan Party, 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 SubsidiaryIndebtedness, in each case in form, content and scope reasonably satisfactory to the GSO Entities (it being understood that in no event shall the Borrower be required to take Administrative Agent. In addition, for purposes of compliance with Section 6.01, any action outside direct or indirect parent entity of the United States Parent may become a guarantor by executing and delivering to the Administrative Agent a guarantee agreement in order a form satisfactory to create the Administrative Agent which shall be executed by the Lead Borrower and such parent; provided that such parent entity shall not otherwise be deemed to be a “Borrower”, “Guarantor” or perfect “Loan Party” for any security interest in any Equity Interests of a foreign Subsidiary and no foreign law security or pledge agreements, deeds, filings or searches will be required)purpose under this Agreement. In no event shall compliance with this Section 6.11 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a BorrowerBorrower or Guarantor.

Additional Loan Parties. Notify the Administrative Agent at the time that promptly after any Person becomes a domestic Wholly Owned Subsidiary, and promptly thereafter (and in any event within fifteen thirty (1530) Business Days days (or such longer period of time as may be agreed to by the GSO Entities Administrative Agent in its reasonable discretion), ) (a) cause any such Person (a) which does not qualify as that is a Non-Guarantor Domestic Subsidiary to (i) (A) become a Loan Party Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, by executing and delivering to the Administrative Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty or such other documents document as the GSO Entities Administrative Agent shall deem appropriate for such purpose, (ii) gxxxx xxxxx x Xxxx to the Collateral Agent on such Person’s Intellectual Property and other assets of the same type that constitute Collateral (other than for the avoidance of doubt, Real Estate and other Excluded Property) to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iiiSections 4.01(a)(iii), 4.01(a)(iv) and (iv) of Section 4.01(a4.01(a)(xiii) and at the reasonably request of the Administrative Agent, customary opinions of counsel to such Person (which shall cover, among other things, as to such matters concerning such Person and the legality, validity, binding effect and enforceability of Loan Documents as the documentation referred to in clause (a))Administrative Agent may reasonably request, and (b) if any Equity Interests or Indebtedness of such Person (other than an Excluded Subsidiary) are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged shall may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such SubsidiarySubsidiary 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 GSO Entities (it being understood that in Administrative Agent. For the avoidance of doubt, no event shall the Borrower be required to take any action outside assets of the United States in order to create or perfect any security interest in any a CFC, and no Equity Interests of a foreign Subsidiary and no foreign law security or pledge agreementsof any CFC, deeds, filings or searches will shall be required)required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.11 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.11 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a BorrowerBorrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify Promptly notify the Agent at the time that any Person becomes a domestic Subsidiary or any Person that is an Unrestricted Subsidiary becomes a Restricted Subsidiary, and cause any such Person that is a wholly-owned Domestic Subsidiary of the Lead Borrower that is a Restricted Subsidiary (other than a Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary or a Domestic Subsidiary that owns (directly or indirectly) no material assets other than debt or Equity Interests in one or more Foreign Subsidiaries) to (a) promptly thereafter (and in any event within fifteen (15) Business Days of such Person becoming a Subsidiary or a Restricted Subsidiary, as the case may be, or such longer period later date as the Agent may be agreed to by the GSO Entities in its reasonable discretionagree), cause any such Person (a) which does not qualify as a Non-Guarantor Subsidiary to (i) become a Loan Party (including, if acceptable to the Agent, an additional borrower) 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 GSO Entities Agent shall reasonably 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 ObligationsObligations 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) and if reasonably requested by the Agent, deliver customary opinions of counsel to such Person (which shall cover, among other things, in connection with the legality, validity, binding effect and enforceability of the documentation referred to in foregoing clause (a)), and (b) if any Equity Interests or Indebtedness of such Person (other than an Excluded Subsidiary) are owned by or on behalf of any Loan Party, 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, in each case in form, content and scope reasonably satisfactory to the GSO Entities (it being understood that Agent; provided that, for the avoidance of doubt, notwithstanding anything to the contrary herein or in any other Loan Document, in no event shall the Borrower any Subsidiary that is not a Domestic Subsidiary be required to take guarantee or provide Collateral to secure any action outside of the United States in order to create or perfect any security interest in any Equity Interests of a foreign Subsidiary and no foreign law security or pledge agreements, deeds, filings or searches will be required)Obligations. In no event shall compliance with this Section 6.11 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, permit the inclusion of any acquired assets in the computation of the Borrowing Base until such time as the Agent has conducted its diligence with respect to any Subsidiary, an approval of such Person as a Borrowerthereto.

Additional Loan Parties. Notify the Administrative Agent at the time that any Person becomes a domestic Subsidiary, and whether the Borrower in its discretion elects to cause such Subsidiary to EXECUTION VERSION become a Loan Party (it being acknowledged by the Credit Parties that the Borrower is not obligated to cause such Subsidiary to become a Loan Party) and if any Equity Interests or Indebtedness of such Person are owned by any Loan Party, to promptly thereafter (and in any event within fifteen thirty (1530) Business Days days or such longer period as may be agreed the Administrative Agent shall agree) cause such Loan Party to pledge such Equity Interests and any promissory notes evidencing such Indebtedness to the extent required pursuant by the GSO Entities Security Agreement, in its reasonable discretioneach case in form, content and scope reasonably satisfactory to the Administrative Agent. If the Borrower elects to cause such Subsidiary to become a Loan Party: promptly thereafter (and in any event within thirty (30) days or such longer period as the Administrative Agent shall agree), cause any such Person (a) which does not qualify as a Non-Guarantor Subsidiary to (i) become a Loan Party by executing and delivering to the Administrative Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty or such other documents as the GSO Entities shall deem appropriate for such purposeAgreement, (iib) gxxxx to xxxxx x Xxxx to the Collateral Agent on such Person’s Intellectual Property and other assets of the same type that constitute Collateral (other than for the avoidance of doubt, Real Estate and other Excluded Property) to secure the ObligationsObligations and Other Liabilities on the same types of assets which constitute Collateral under the Security Documents, and (iiic) to deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and and, if reasonably 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 (b) if any Equity Interests or Indebtedness of such Person (other than an Excluded Subsidiary) are owned by or on behalf of any Loan Party, 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, in each case in form, content and scope reasonably satisfactory to the GSO Entities (it being understood that in no event shall the Borrower be required to take any action outside of the United States in order to create or perfect any security interest in any Equity Interests of a foreign Subsidiary and no foreign law security or pledge agreements, deeds, filings or searches will be requiredabove). In no event shall compliance with this Section 6.11 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.11 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a BorrowerBorrower or Guarantor or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. 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 Upon (i) become a any Loan Party by executing and delivering to the Agent creating or acquiring any Subsidiary that is a Joinder to this Agreement or 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 Equity Interests or Indebtedness of such Person wholly-owned Restricted Subsidiary (other than an Excluded Subsidiary) are owned by or on behalf after the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC), (ii) any Subsidiary that is a Restricted Subsidiary of a Loan PartyParty ceasing to be an Excluded Subsidiary, or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly-owned Restricted Subsidiary (other than an Excluded Subsidiary) pursuant to Section 6.10, such Loan Party shall, to pledge the extent that it does not violate any Gaming Law or, if necessary, is approved by the Gaming Authority, (A) cause each such Equity Interests Subsidiary that is a Restricted Subsidiary (other than an Excluded Subsidiary) to promptly (but in any event within 180 days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and promissory notes evidencing deliver a Guaranty and all such Indebtedness other documents and certificates as Administrative Agent may reasonably request in order to 107 have such Restricted Subsidiary become a Guarantor and, (except 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, if such notwithstanding anything in this Section 6.08 to the contrary, any Excluded Subsidiary that is a CFC, the Equity Interests guarantor of such Subsidiary to be pledged shall be limited to 65% any Material Indebtedness of the outstanding voting Equity Interests of such Subsidiary and 100% of Borrowers or the non-voting Equity Interests of such Subsidiary, in each case in form, content and scope reasonably satisfactory to the GSO Entities (it being understood that in no event Restricted Subsidiaries shall the Borrower only be required to take any action outside 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 United States in order to create or perfect any security interest in any Equity Interests of a foreign Subsidiary and no foreign law security or pledge agreements, deeds, filings or searches will be requiredCompany without further action by the Creditor Parties). In no event shall compliance with To the extent approvals of any Gaming Authorities for any actions required by this Section 6.11 waive or be deemed a waiver or Consent are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to any transaction giving rise to the need to comply with this Section 6.11 if promptly apply for and thereafter pursue such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrowerapprovals.

Additional Loan Parties. Notify the Agent at the time that promptly after any Person becomes a domestic SubsidiarySubsidiary that is a direct wholly-owned Subsidiary of a Loan Party, and promptly thereafter (and in any event within fifteen thirty (1530) Business Days days or such longer period as the Agent may be agreed to by the GSO Entities in its reasonable discretionagree), cause any such Person (a) which does is not qualify as a Non-Guarantor CFC or Excluded Domestic Subsidiary to (i) become a Loan Party by executing and delivering to the Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty or such other documents as the GSO Entities Agent 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 (iiiii) and (iviii) of Section 4.01(a) and and, if requested by Agent, customary opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person (other than an 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 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 GSO Entities (it being understood that in no event shall the Borrower be required to take any action outside of the United States in order to create or perfect any security interest in any Equity Interests of a foreign Subsidiary and no foreign law security or pledge agreements, deeds, filings or searches will be required)Agent. In no event shall compliance with this Section 6.11 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a BorrowerBorrower or Guarantor hereunder or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent at the time that promptly after any Person becomes a domestic SubsidiarySubsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary of the Lead Borrower, and promptly thereafter (and in any event within fifteen (15) Business Days or such longer period as may be reasonably agreed to by the GSO Entities in its reasonable discretion)Administrative Agent) if requested by the Administrative Agent, (a) (i) cause any such Person (a) which does not qualify as a Non-Guarantor Subsidiary to (i) become a Loan Party Borrower or Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement to this Agreement or a Joinder to counterpart of the Facility Guaranty or such other documents document as the GSO Entities Administrative Agent shall deem reasonably appropriate for such purpose, (ii) gxxxx subject to the requirements of Section 6.16(b), xxxxx x Xxxx to the Collateral Agent on such Person’s Intellectual Property and other assets of on the same type that types of assets which constitute Collateral (other than for under the avoidance of doubt, Real Estate and other Excluded Property) Security Documents 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 and, if requested by the Administrative Agent in connection with the joinder of a Subsidiary that is expected to contribute assets to the Borrowing Base in excess of 5.0% of the Borrowing Base, favorable opinions of counsel to such Person (which shall cover, among other things, the 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 (other than an 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 SubsidiaryIndebtedness, in each case in form, content and scope reasonably satisfactory to the GSO Entities (it being understood that in no event shall the Borrower be required to take Administrative Agent. In addition, for purposes of compliance with Section 6.01, any action outside direct or indirect parent entity of the United States Lead Borrower may become a guarantor by executing and delivering to the Administrative Agent a guarantee agreement in order a form satisfactory to create the Administrative Agent which shall be executed by the Lead Borrower and such parent; provided that such parent entity shall not otherwise be deemed to be a “Borrower”, “Guarantor” or perfect “Loan Party” for any security interest in any Equity Interests of a foreign Subsidiary and no foreign law security or pledge agreements, deeds, filings or searches will be required)purpose under this Agreement. In no event shall compliance with this Section 6.11 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a BorrowerBorrower or Guarantor or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify Promptly notify the Agent at the time that any Person becomes a domestic Subsidiary or any Person that is an Unrestricted Subsidiary becomes a Restricted Subsidiary, and cause any such Person that is a wholly-owned Domestic Subsidiary of the Lead Borrower that is a Restricted Subsidiary (other than a Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary or a Domestic 9656966v810314033v12 Subsidiary that owns (directly or indirectly) no material assets other than debt or Equity Interests in one or more Foreign Subsidiaries) to (a) promptly thereafter (and in any event within fifteen (15) Business Days of such Person becoming a Subsidiary or a Restricted Subsidiary, as the case may be, or such longer period later date as the Agent may be agreed to by the GSO Entities in its reasonable discretionagree), cause any such Person (a) which does not qualify as a Non-Guarantor Subsidiary to (i) become a Loan Party (including, if acceptable to the Agent, an additional borrower) 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 GSO Entities Agent shall reasonably deem appropriate for such purpose, (ii) gxxxx grant x Xxxx to the xx xxe 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 ObligationsObligations 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) and if reasonably requested by the Agent, deliver customary opinions of counsel to such Person (which shall cover, among other things, in connection with the legality, validity, binding effect and enforceability of the documentation referred to in foregoing clause (a)), and (b) if any Equity Interests or Indebtedness of such Person (other than an Excluded Subsidiary) are owned by or on behalf of any Loan Party, 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, in each case in form, content and scope reasonably satisfactory to the GSO Entities (it being understood that Agent; provided that, for the avoidance of doubt, notwithstanding anything to the contrary herein or in any other Loan Document, in no event shall the Borrower any Subsidiary that is not a Domestic Subsidiary be required to take guarantee or provide Collateral to secure any action outside of the United States in order to create or perfect any security interest in any Equity Interests of a foreign Subsidiary and no foreign law security or pledge agreements, deeds, filings or searches will be required)Obligations. In no event shall compliance with this Section 6.11 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, permit the inclusion of any acquired assets in the computation of the Borrowing Base until such time as the Agent has conducted its diligence with respect to any Subsidiary, an approval of such Person as a Borrowerthereto.

Additional Loan Parties. Notify the Administrative Agent at the time that promptly after any Person becomes a domestic Wholly Owned Subsidiary, and promptly thereafter (and in any event within fifteen thirty (1530) Business Days days (or such longer period of time as may be agreed to by the GSO Entities Administrative Agent in its reasonable discretion), ) (a) cause any such Person (a) which does not qualify as that is a Non-Guarantor Domestic Subsidiary to (i) (A) become a Loan Party Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, by executing and delivering to the Administrative Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty or such other documents document as the GSO Entities Administrative Agent shall deem appropriate for such purpose, (ii) gxxxx xxxxx x Xxxx to the Collateral Agent on such Person’s Intellectual Property and other assets of the same type that constitute Collateral (other than for the avoidance of doubt, Real Estate and other Excluded Property) to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iiiSections 4.01(a)(iii), 4.01(a)(iv) and (iv) of Section 4.01(a4.01(a)(xiii) and at the reasonably request of the Administrative Agent, customary opinions of counsel to such Person (which shall cover, among other things, as to such matters concerning such Person and the legality, validity, binding effect and enforceability of Loan Documents as the documentation referred to in clause (a))Administrative Agent may reasonably request, and (b) if any Equity Interests or Indebtedness 128 of such Person (other than an Excluded Subsidiary) are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged shall may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such SubsidiarySubsidiary 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 GSO Entities (it being understood that in Administrative Agent. For the avoidance of doubt, no event shall the Borrower be required to take any action outside assets of the United States in order to create or perfect any security interest in any a CFC, and no Equity Interests of a foreign Subsidiary and no foreign law security or pledge agreementsof any CFC, deeds, filings or searches will shall be required)required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.11 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.11 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a BorrowerBorrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent at the time that promptly after any Person becomes a domestic Wholly Owned Subsidiary, and promptly thereafter (and in any event within fifteen thirty (1530) Business Days days (or such longer period of time as may be agreed to by the GSO Entities Administrative Agent 119 in its reasonable discretion), ) (a) cause any such Person (a) which does not qualify as that is a Non-Guarantor Domestic Subsidiary to (i) (A) become a Loan Party Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, by executing and delivering to the Administrative Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty or such other documents document as the GSO Entities Administrative Agent shall deem appropriate for such purpose, (ii) gxxxx xxxxx x Xxxx to the Collateral Agent on such Person’s Intellectual Property and other assets of the same type that constitute Collateral (other than for the avoidance of doubt, Real Estate and other Excluded Property) to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iiiSections 4.01(a)(iii), 4.01(a)(iv), 4.01(a)(xv) and (iv) of Section 4.01(a4.01(a)(xvi) and customary opinions of counsel to such Person (which shall cover, among other things, as to such matters concerning such Person and the legality, validity, binding effect and enforceability of Loan Documents as the documentation referred to in clause (a))Administrative Agent may reasonably request, and (b) if any Equity Interests or Indebtedness of such Person (other than an Excluded Subsidiary) are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged shall may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such SubsidiarySubsidiary 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 GSO Entities (it being understood that in Administrative Agent. For the avoidance of doubt, no event shall the Borrower be required to take any action outside assets of the United States in order to create or perfect any security interest in any a CFC, and no Equity Interests of a foreign Subsidiary and no foreign law security or pledge agreementsof any CFC, deeds, filings or searches will shall be required)required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.11 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.11 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a BorrowerBorrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Agent at the time that promptly after any Person becomes a domestic SubsidiarySubsidiary that is a direct wholly-owned Subsidiary of a Loan Party, and promptly thereafter (and in any event within fifteen thirty (1530) Business Days days or such longer period as the Agent may be agreed to by the GSO Entities in its reasonable discretionagree), cause any such Person (a) which does is not qualify as a Non-Guarantor CFC or Excluded Domestic Subsidiary to (i) become a Loan Party by executing and delivering to the Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty or such other documents as the GSO Entities Agent shall deem appropriate for such purpose, (ii) gxxxx 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 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 and, if requested by Agent, customary opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person (other than an 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 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 GSO Entities (it being understood that in no event shall the Borrower be required to take any action outside of the United States in order to create or perfect any security interest in any Equity Interests of a foreign Subsidiary and no foreign law security or pledge agreements, deeds, filings or searches will be required)Agent. In no event shall compliance with this Section 6.11 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a BorrowerBorrower or Guarantor hereunder or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. 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 Upon (i) become a any Loan Party by executing and delivering to the Agent creating or acquiring any Subsidiary that is a Joinder to this Agreement or 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 Equity Interests or Indebtedness of such Person wholly-owned Restricted Subsidiary (other than an Excluded Subsidiary) are owned by or on behalf after the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC), (ii) any Subsidiary that is a Restricted Subsidiary of a Loan PartyParty ceasing to be an Excluded Subsidiary, or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly-owned Restricted Subsidiary (other than an Excluded Subsidiary) pursuant to Section 6.10, such Loan Party shall, to pledge the extent that it does not violate any Gaming Law or, if necessary, is approved by the Gaming Authority, (A) cause each such Equity Interests Subsidiary that is a Restricted Subsidiary (other than an Excluded Subsidiary) to promptly (but in any event within 180 days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and promissory notes evidencing deliver a Guaranty and all such Indebtedness other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor and, (except 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, if such notwithstanding anything in this Section 6.08 to the contrary, any Excluded Subsidiary that is a CFC, the Equity Interests guarantor of such Subsidiary to be pledged shall be limited to 65% any Material Indebtedness of the outstanding voting Equity Interests of such Subsidiary and 100% of Borrowers or the non-voting Equity Interests of such Subsidiary, in each case in form, content and scope reasonably satisfactory to the GSO Entities (it being understood that in no event Restricted Subsidiaries shall the Borrower only be required to take any action outside 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 United States in order to create or perfect any security interest in any Equity Interests of a foreign Subsidiary and no foreign law security or pledge agreements, deeds, filings or searches will be requiredCompany without further action by the Creditor Parties). In no event shall compliance with To the extent approvals of any Gaming Authorities for any actions required by this Section 6.11 waive or be deemed a waiver or Consent are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to any transaction giving rise to the need to comply with this Section 6.11 if promptly apply for and thereafter pursue such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrowerapprovals.

Additional Loan Parties. Notify (a) Any Subsidiary organized under the Agent laws of Australia, Belgium, Canada, the Netherlands, New Zealand, Norway, Singapore or the United Kingdom may, at the time that any Person becomes election of the North American Loan Party Agent, become a domestic SubsidiaryForeign Borrower hereunder within the applicable Foreign Borrower Group for its jurisdiction of organization upon (i) the execution and delivery to Agent and/or Security Trustees (A) by such Subsidiary of a supplement or joinder to this Agreement, substantially in the form of Exhibit I, (B) by such Subsidiary of Security Documents in form and promptly thereafter (substance reasonably satisfactory to Agent and in any event within fifteen (15) Business Days or such longer period the relevant Security Trustee as may be agreed to by required for the GSO Entities in its reasonable discretion)relevant jurisdiction (provided, cause that any such Person (a) new Security Document shall be in substantially the same form as the comparable Security Documents to which does not qualify as a Non-Guarantor Subsidiary to (i) become a the existing Loan Parties of the Loan Party by executing and delivering Group of the New Loan Party (if any) are party and, in any event, shall not be more onerous with respect to the Agent a Joinder obligations of such New Loan Party than those contained in the Security Documents to this Agreement or a Joinder to which the Facility Guaranty or other members of such other documents as the GSO Entities shall deem appropriate for such purpose, New Loan Party’s Loan Party Group (iiif any) 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)are party), and (bC) if any Equity Interests or Indebtedness by a Senior Officer of the applicable Loan Party Agent for such Subsidiary, of a (1) Borrowing Base Certificate for such Subsidiary effective as of not more than 25 days preceding the date on which such Subsidiary becomes a Foreign Borrower and (2) written notice of such Person Subsidiary’s Applicable Foreign Borrower Commitment (other than an Excluded Subsidiaryin the case of a Norwegian Borrower), and (ii) are owned by or on behalf the completion of any Loan Party, Agent’s due diligence to pledge such Equity Interests its reasonable satisfaction and promissory notes evidencing such Indebtedness (except of Agent’s and each Applicable Lender’s compliance procedures for applicable “know your customer” and anti-money laundering rules; provided that, if such Subsidiary is a CFC, the Equity Interests of prior to permitting such Subsidiary to be pledged borrow any Revolver Loans or obtain the issuance of any Letters of Credit hereunder, the Agent, in its discretion, shall be have the right to conduct an appraisal and field examination with respect to such Subsidiary, including, without limitation, of (x) such Subsidiary’s practices in the computation of its Borrowing Base and (y) the assets included in such Subsidiary’s Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves, in each case, prepared on a basis reasonably satisfactory to 65% of Agent and at the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests sole expense of such Subsidiary, in each case in form, content and scope reasonably satisfactory to the GSO Entities (it being understood that in no event shall the Borrower be required to take any action outside of the United States in order to create or perfect any security interest in any Equity Interests of a foreign Subsidiary 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 waiver or Consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower.

Additional Loan Parties. Notify the (a) Each Loan Party shall notify Administrative Agent at the time that any Person becomes a domestic wholly-owned Subsidiary of such Loan Party (including pursuant to a Permitted Acquisition), other than any Excluded Subsidiary, or ceases to be an Excluded Subsidiary, and promptly thereafter (and in any event within fifteen thirty (1530) Business Days days (or such longer period as may be agreed to by the GSO Entities Administrative Agent in its reasonable sole discretion)) (i) execute and deliver or cause to be delivered to Administrative Agent all Security Documents, stock certificates, stock powers and other agreements and instruments as may be requested by Administrative Agent to ensure that Administrative Agent has a perfected Lien on all ownership interests (other than Excluded Assets) held by such Loan Party in such Subsidiary, and (ii) cause any such Person (a) which does not qualify as a Non-Guarantor new Subsidiary or Subsidiary that ceases to be an Excluded Subsidiary to (iA) become a Loan Party Guarantor and/or Borrower by executing and delivering to the Administrative Agent a Guaranty (or a joinder to Guaranty) and/or a Joinder Agreement (provided that any Person that is a CFC, U.S. Foreign HoldCo or a Foreign Subsidiary that is not an Excluded Subsidiary shall in no event be a Borrower and may only become a Guarantor pursuant to this Agreement Section 6.13(a)), (B) execute and deliver all Security Documents (or a Joinder joinders or assumptions thereto) requested by Administrative Agent pledging to Administrative Agent for the Facility Guaranty benefit of the Secured Parties all of its Property (other than Excluded Assets or such other documents exceptions as Administrative Agent may permit) and take all actions required by Administrative Agent to grant to Administrative Agent for the GSO Entities shall deem appropriate for benefit of Secured Parties a perfected first priority (subject to Permitted Liens that have priority over the Liens in favor of the Administrative Agent under applicable law) security interest in such purposeProperty, including entering into a Control Agreements required pursuant to Section 6.12 and the filing of UCC financing statements in such jurisdictions as may be requested by Administrative Agent, (iiC) gxxxx x Xxxx in the case of any Subsidiary that will become a Borrower, deliver to Administrative Agent and any applicable Lender such information and documentation reasonably requested by the Administrative Agent on or such Person’s Intellectual Property and Lender for purposes of compliance with applicable “know your customer” requirements under the Patriot Act, other assets of applicable Anti-Corruption Laws or Anti-Terrorism Laws or the same type that constitute Collateral (other than for the avoidance of doubt, Real Estate and other Excluded Property) to secure the ObligationsBeneficial Ownership Regulation, and (iiiD) deliver to the Administrative Agent such other documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and instruments as Administrative Agent may require, including appropriate 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 (other than an 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, in each case in form, content and scope reasonably satisfactory to the GSO Entities (it being understood that in no event shall the Borrower be required to take any action outside of the United States in order to create or perfect any security interest in any Equity Interests of a foreign Subsidiary 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 waiver or Consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a BorrowerAdministrative Agent.

Additional Loan Parties. Notify the Administrative Agent at the time that any Person becomes a domestic Subsidiary, and promptly thereafter (and in any event within fifteen thirty (1530) Business Days days or such longer period as the Administrative Agent may be agreed to by the GSO Entities in its reasonable discretionagree), cause any such Person (a) which does is a Domestic Subsidiary that is a Wholly Owned Subsidiary and not qualify as a Non-Guarantor Subsidiary an Immaterial Subsidiary, to (i) become a Loan Party by executing and delivering to the Administrative Agent a Joinder to this Agreement or and/or to a Joinder to counterpart of the Facility Guaranty or such other documents as the GSO Entities shall deem appropriate for such purposeGuaranty, (ii) gxxxx xxxxx x Xxxx to the Collateral Agent on such Person’s Intellectual Property and other assets of the same type that constitute Collateral (other than for covered by the avoidance of doubt, Real Estate and other Excluded Property) Security Documents 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 and, if reasonably 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 (b) if any Equity Interests or Indebtedness of such Person (other than an Excluded Subsidiary) are owned by or on behalf of any Loan Party, 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 SubsidiarySubsidiary and such thirty (30) day period may be extended based on local law or practice), in each case in form, form and content and scope reasonably satisfactory to the GSO Entities (it being understood that in no event shall the Borrower be required to take any action outside of the United States in order to create or perfect any security interest in any Equity Interests of a foreign Subsidiary and no foreign law security or pledge agreements, deeds, filings or searches will be required)Administrative Agent. In no event shall compliance with this Section 6.11 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.11 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a BorrowerBorrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Administrative Agent at the time that promptly after any Person becomes a domestic Wholly Owned Subsidiary, and promptly thereafter (and in any event within fifteen thirty (1530) Business Days days (or such longer period of time as may be agreed to by the GSO Entities Administrative Agent in its reasonable discretion), ) (a) cause any such Person (a) which does not qualify as that is a Non-Guarantor Domestic Subsidiary to (i) (A) become a Loan Party Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base and/or the FILO Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Borrowing Base and/or the FILO Borrowing Base, by executing and delivering to the Administrative Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty or such other documents document as the GSO Entities Administrative Agent shall deem appropriate for such purpose, (ii) gxxxx x Xxxx to the Collateral Agent on such Person’s Intellectual Property and other assets of the same type that constitute Collateral (other than for the avoidance of doubt, Real Estate and other Excluded Property) to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iiiSections 4.01(a)(iii), 4.01(a)(iv) and (iv) of Section 4.01(a4.01(a)(xiii) and at the reasonably request of the Administrative Agent, customary opinions of counsel to such Person (which shall cover, among other things, as to such matters concerning such Person and the legality, validity, binding effect and enforceability of Loan Documents as the documentation referred to in clause (a))Administrative Agent may reasonably request, and (b) if any Equity Interests or Indebtedness of such Person (other than an Excluded Subsidiary) are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged shall may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such SubsidiarySubsidiary 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 GSO Entities (it being understood that in Administrative Agent. For the avoidance of doubt, no event shall the Borrower be required to take any action outside assets of the United States in order to create or perfect any security interest in any a CFC, and no Equity Interests of a foreign Subsidiary and no foreign law security or pledge agreementsof any CFC, deeds, filings or searches will shall be required)required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.11 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.11 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a BorrowerBorrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base and/or the FILO Borrowing Base.

Additional Loan Parties. Notify (a) Any Subsidiary (other than Arizona Chemical B.V. which is covered below by clause (b) of this Section 10.1.9) may, at the election of the North American Loan Party Agent or the Foreign Loan Party Agent, as applicable, become a Borrower hereunder within the applicable Borrower Group for its jurisdiction of organization (and if its jurisdiction of organization is the Netherlands, as a Dutch Borrower) upon (i) the execution and delivery to the Agent and/or Security Trustees (A) by such Subsidiary of a supplement or joinder to this Agreement, substantially in the form of Exhibit G, (B) by such Subsidiary of Security Documents in form and substance reasonably satisfactory to the Agent and the relevant Security Trustee as may be required for the relevant jurisdiction; provided that any such new Security Document shall be in substantially the same form as the comparable Security Documents to which the existing Loan Parties of the Loan Party Group of the New Loan Party (if any) are party, (C) by a Senior Officer of the applicable Loan Party Agent for such Subsidiary of a (i) Borrowing Base Certificate for such Subsidiary effective as of not more than sixty (60) days preceding the date on which such Subsidiary becomes a Foreign Borrower and (B) written notice of such Subsidiary’s Applicable Foreign Borrower Commitment and (D) by such Subsidiary of a certificate (including delivery of related attachments) of the type described in Section 6.1(g) and such other documents, instruments and agreements as Agent may reasonably require, and (ii) the completion of the Agent’s and each applicable Lender’s due diligence to its reasonable satisfaction and of compliance procedures for applicable “know your customer” and anti-money laundering rules; provided that, prior to permitting such Subsidiary to borrow any Revolver Loans or obtain the issuance of any Letters of Credit hereunder, the Agent, in its discretion, shall have the right to conduct an appraisal and field examination with respect to such Subsidiary, including, without limitation, of (x) such Subsidiary’s practices in the computation of its Borrowing Base and (y) the assets included in such Subsidiary’s Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves, in each case, prepared on a basis reasonably satisfactory to the Agent and at the time that any Person becomes a domestic sole expense of such Subsidiary, and promptly thereafter (b) Arizona Chemical B.V. may, at the election of Foreign Loan Party Agent and pursuant to the documentation and conditions precedent hereinafter specified (A) become a Dutch Borrower hereunder and be its own Borrower Group and have its own Foreign Revolver Commitment, separate from the Dutch Kraton Revolver Commitment, in the amount specified in writing to Agent (provided that such Foreign Revolver Commitment as to Arizona Chemical B.V. shall not increase the then aggregate amount of the Commitments and the U.S. Revolver Commitments must equal at least 60% of the aggregate Commitments) and have its own Borrowing Base, separate from the Dutch Kraton Borrowing Base, provided that the components of and advance rates relating to the Arizona Chemical B.V. Borrowing Base, including eligibility provisions as to Accounts and Inventory, relevant Eligible Account Debtor Jurisdictions and relevant Perfection Jurisdictions, shall be substantially the same as those relating to the Dutch Kraton Borrowing Base, and be subject to the increase in Revolver Commitments and reallocation in Revolver Commitments described in Section 2.1.7 hereof, upon (i) the execution and delivery to the Agent and/or Security Trustees (A) by Arizona Chemical B.V., the Loan Parties and Agent of a joinder-amendment agreement substantially in the form of Exhibit K to this Agreement (and each Lender hereby consents to the amendments to this Agreement contemplated in any event within fifteen Exhibit K and each Lender hereby authorizes Agent to execute such a joinder–amendment agreement on behalf of Lenders), (15B) Business Days or such longer period by Arizona Chemical B.V. of (1) a Dutch share pledge, (2) a Dutch omnibus pledge agreement (covering the pledge of bank account rights, moveables and receivables), and (3) a completed Perfection Certificate, executed and delivered by a Senior Officer of Arizona Chemical B.V., together with all attachments contemplated thereby, in each case in form and substance reasonably satisfactory to the Agent and the relevant Security Trustee as may be agreed required for the relevant jurisdiction; provided that any such new documents shall be in substantially the same form as the comparable documents to which Initial Dutch Kraton Borrower is party (but subject to such changes as shall be reasonably required by the GSO Entities in its reasonable discretionAgent’s foreign counsel), cause any such Person (aC) which does not qualify as by a Non-Guarantor Subsidiary to (i) become a Senior Officer of the Foreign Loan Party Agent for Arizona Chemical B.V. of a (1) Borrowing Base Certificate for Arizona Chemical B.V. effective as of the date on which Arizona Chemical B.V. becomes a Foreign Borrower and (2) written notice of Arizona Chemical B.V.’s Applicable Foreign Borrower Commitment and (D) by executing Arizona Chemical B.V. of a certificate (including delivery of related attachments) of the type described in Section 6.1(g) and delivering such other documents, instruments and agreements as Agent may reasonably require, and (ii) the completion of the Agent’s and each Lender’s compliance procedures for applicable “know your customer” and anti-money laundering rules; provided that, prior to permitting Arizona Chemical B.V. to borrow any Revolver Loans or obtain the issuance of any Letters of Credit hereunder, the Agent shall have conducted an appraisal and field examination with respect to Arizona Chemical B.V., including, without limitation, of (A) Arizona Chemical B.V.’s practices in the computation of its Borrowing Base and (B) the assets included in such Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves, in each case, prepared on a basis reasonably satisfactory to the Agent a Joinder to this Agreement or a Joinder to and at 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 sole expense of the same type that constitute Collateral (other than for the avoidance of doubt, Real Estate and other Excluded Property) to secure the ObligationsArizona Chemical B.V., and (iii) deliver to the Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and shall have received satisfactory opinions of Dutch counsel (and, if reasonably required and requested by Agent, of French, English, Belgian, and German counsel) to such Person Arizona Chemical B.V. or the Agent, in each case, customary for transactions of this type (which shall cover, among other thingsthing, the legalityauthority, validity, binding effect and enforceability of the documentation referred Loan Documents to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person (other than an Excluded Subsidiary) are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary which it is a CFC, party and the Equity Interests creation and perfection of such Subsidiary to be pledged shall be limited to 65% of Liens in 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 GSO Entities (it being understood that in no event shall the Borrower be required to take any action outside of the United States in order to create or perfect any security interest in any Equity Interests of a foreign Subsidiary and no foreign law security or pledge agreements, deeds, filings or searches will be requiredCollateral). In no event shall compliance with this Section 6.11 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower.

Additional Loan Parties. Notify Promptly notify the Agent at the time that any Person becomes a domestic Subsidiary or any Person that is an Unrestricted Subsidiary becomes a Restricted Subsidiary, -109- and cause any such Person that is a wholly-owned Domestic Subsidiary of the Lead Borrower that is a Restricted Subsidiary (other than a Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary or a Domestic Subsidiary that owns (directly or indirectly) no material assets other than debt or Equity Interests in one or more Foreign Subsidiaries) to (a) promptly thereafter (and in any event within fifteen (15) Business Days of such Person becoming a Subsidiary or a Restricted Subsidiary, as the case may be, or such longer period later date as the Agent may be agreed to by the GSO Entities in its reasonable discretionagree), cause any such Person (a) which does not qualify as a Non-Guarantor Subsidiary to (i) become a Loan Party (including, if acceptable to the Agent, an additional borrower) 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 GSO Entities Agent shall reasonably deem appropriate for such purpose, (ii) gxxxx 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 and other Excluded Property) to secure the ObligationsObligations and take such actions as may be required under the Security Documents to perfect such Lien, and (iii) deliver to the Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a); and (b) and if reasonably requested by the Agent, deliver customary opinions of counsel to such Person (which shall cover, among other things, in connection with the legality, validity, binding effect and enforceability of the documentation referred to in foregoing clause (a)), and (b) if any Equity Interests or Indebtedness of such Person (other than an Excluded Subsidiary) are owned by or on behalf of any Loan Party, 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, in each case in form, content and scope reasonably satisfactory to the GSO Entities (it being understood that Agent; provided that, for the avoidance of doubt, in no event shall the Borrower any Subsidiary that is not a Domestic Subsidiary be required to take guarantee or provide Collateral to secure any action outside of the United States in order to create or perfect any security interest in any Equity Interests of a foreign Subsidiary and no foreign law security or pledge agreements, deeds, filings or searches will be required)Obligations. In no event shall compliance with this Section 6.11 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, permit the inclusion of any acquired assets in the computation of the Borrowing Base until such time as the Agent has conducted its diligence with respect to any Subsidiary, an approval of such Person as a Borrowerthereto.

Additional Loan Parties. Notify Promptly notify the Agent at the time that any Person becomes a domestic Subsidiary or any Person that is an Unrestricted Subsidiary becomes a Restricted Subsidiary, 109 and cause any such Person that is a wholly-owned Domestic Subsidiary of the Lead Borrower that is a Restricted Subsidiary (other than a Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary or a Domestic Subsidiary that owns (directly or indirectly) no material assets other than debt or Equity Interests in one or more Foreign Subsidiaries) to (a) promptly thereafter (and in any event within fifteen (15) Business Days of such Person becoming a Subsidiary or a Restricted Subsidiary, as the case may be, or such longer period later date as the Agent may be agreed to by the GSO Entities in its reasonable discretionagree), cause any such Person (a) which does not qualify as a Non-Guarantor Subsidiary to (i) become a Loan Party (including, if acceptable to the Agent, an additional borrower) 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 GSO Entities Agent shall reasonably deem appropriate for such purpose, (ii) gxxxx x grant a Xxxx to the xx xxx 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 ObligationsObligations 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) and if reasonably requested by the Agent, deliver customary opinions of counsel to such Person (which shall cover, among other things, in connection with the legality, validity, binding effect and enforceability of the documentation referred to in foregoing clause (a)), and (b) if any Equity Interests or Indebtedness of such Person (other than an Excluded Subsidiary) are owned by or on behalf of any Loan Party, 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, in each case in form, content and scope reasonably satisfactory to the GSO Entities (it being understood that Agent; provided that, for the avoidance of doubt, in no event shall the Borrower any Subsidiary that is not a Domestic Subsidiary be required to take guarantee or provide Collateral to secure any action outside of the United States in order to create or perfect any security interest in any Equity Interests of a foreign Subsidiary and no foreign law security or pledge agreements, deeds, filings or searches will be required)Obligations. In no event shall compliance with this Section 6.11 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, permit the inclusion of any acquired assets in the computation of the Borrowing Base until such time as the Agent has conducted its diligence with respect to any Subsidiary, an approval of such Person as a Borrowerthereto.

Additional Loan Parties. (a) Notify the Agent at the time that any Person becomes a domestic SubsidiaryWholly-Owned Subsidiary of any Loan Party, and promptly thereafter (and in any event within fifteen thirty (1530) Business Days days or such longer period as the Agent may be agreed to by the GSO Entities in its reasonable discretionagree), cause any such Person which is a Domestic Subsidiary (aother than any Excluded Subsidiary) which does not qualify as a Non-Guarantor Subsidiary to (ix) 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 GSO Entities Agent shall deem reasonably appropriate for such purpose, (iiy) gxxxx 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 and other Excluded Property) to secure the ObligationsObligations to the extent required by the Security Documents, and (iiiz) 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, the authority, legality, validity, binding effect and enforceability of the documentation referred to 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 (bii) if any Equity Interests or Indebtedness of such Person (other than an 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, notwithstanding the foregoing, if such any Subsidiary is a CFCForeign Subsidiary or a Foreign Subsidiary Holding Company, the Equity Interests of such Subsidiary to be pledged 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 GSO Entities 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 (it being understood that in no event including any Equity Interests held by a Foreign Subsidiary) shall the Borrower be required to take be pledged hereunder or under any action outside of the United States in order to create or perfect any security interest in any Equity Interests of a foreign Subsidiary 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 waiver or Consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a BorrowerSecurity Document.

Additional Loan Parties. Notify the Agent at the time Upon (i) any Loan Party creating or acquiring any Subsidiary that any Person becomes is a domestic wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary, and a FSHCO or a Foreign Subsidiary) after the Closing Date, (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Immaterial Subsidiary, ceasing to be a FSHCO or ceasing to be a Foreign Subsidiary, or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) pursuant to Section 6.11, such Loan Party shall, to the extent that it does not violate any Gaming Law or, if necessary, has received the approval of the applicable Gaming Authority, (A) cause each such Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) to promptly thereafter (and but in any event within fifteen 180 days after the later of such event described in clause (15i), (ii) Business Days or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may be agreed agree to by the GSO Entities in its reasonable discretiondiscretion or as required to obtain any necessary Gaming Approval)), cause any such Person (a) which does not qualify as execute and deliver a Non-Guarantor Subsidiary to (i) become a Loan Party by executing Guaranty and delivering to the Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty or all such other documents and certificates as the GSO Entities shall deem appropriate for Administrative Agent may reasonably request in order to have 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, Restricted Subsidiary become a Guarantor and (iiiB) deliver to the Administrative Agent documents 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 types referred to in clauses (iii) and (iv) of Section 4.01(a) and opinions of counsel to such Person (which Borrower or the Restricted Subsidiaries 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 (other than an 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, in each case in form, content and scope reasonably satisfactory to the GSO Entities (it being understood that in no event shall the Borrower be required to take any action outside 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 United States in order to create or perfect any security interest in any Equity Interests of a foreign Subsidiary and no foreign law security or pledge agreements, deeds, filings or searches will be requiredBorrower without further action by the Creditor Parties). In no event shall compliance with To the extent approvals of any Gaming Authorities for any actions required by this Section 6.11 waive or be deemed a waiver or Consent are required by applicable Gaming Laws, the Borrower and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to any transaction giving rise promptly (as reasonably determined by the Borrower in good faith) apply for and to the need to comply with this Section 6.11 if pursue such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrowerapprovals.

Additional Loan Parties. 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 days or such longer period as may be agreed to by the GSO Entities Administrative Agent in its reasonable discretion), cause any such Person (a) which does is not qualify as a Non-Guarantor 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) 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 GSO Entities Agent shall deem appropriate for such purpose, (ii) gxxxx 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 and other Excluded PropertyEstate) 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 Equity Interests or Indebtedness of such Person (other than an 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, in each case in form, content and scope reasonably satisfactory to the GSO Entities (it being understood that in no event shall the Borrower be required to take any action outside of the United States in order to create or perfect any security interest in any Equity Interests of a foreign Subsidiary and no foreign law security or pledge agreements, deeds, filings or searches will be required)Agent. In no event shall compliance with this Section 6.11 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower.

Additional Loan Parties. Notify the Administrative Agent at the time that promptly after any Person becomes a domestic Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary) of the Parent, and promptly thereafter (and in any event within fifteen (15) Business Days or such longer period as may be agreed to Days) if requested by the GSO Entities in its reasonable discretion)Administrative Agent, (i) cause any such Person (a) which does not qualify as a Non-Guarantor Subsidiary to (i) become a Loan Party Borrower or Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement to this Agreement or a Joinder to counterpart of the Facility Guaranty or such other documents document as the GSO Entities Administrative Agent shall deem reasonably appropriate for such purpose, (ii) gxxxx subject to the requirements of Section 6.14(b), xxxxx x Xxxx to the Collateral Agent on such Person’s Intellectual Property and other assets of on the same type that types of assets which constitute Collateral (other than for under the avoidance of doubt, Real Estate and other Excluded Property) Security Documents 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, 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 (other than an 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 SubsidiaryIndebtedness, in each case in form, content and scope reasonably satisfactory to the GSO Entities (it being understood that in no event shall the Borrower be required to take Administrative Agent. In addition, for purposes of compliance with Section 6.01, any action outside direct or indirect parent entity of the United States Parent may become a guarantor by executing and delivering to the Administrative Agent a guarantee agreement in order a form satisfactory to create the Administrative Agent which shall be executed by the Lead Borrower and such parent; provided that such parent entity shall not otherwise be deemed to be a “Borrower”, “Guarantor” or perfect “Loan Party” for any security interest in any Equity Interests of a foreign Subsidiary and no foreign law security or pledge agreements, deeds, filings or searches will be required)purpose under this Agreement. In no event shall compliance with this Section 6.11 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a BorrowerBorrower or Guarantor or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify Upon (i) any Loan Party creating or acquiring any Subsidiary that is a wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary or Excluded Subsidiary) after the Agent at the time Closing Date, (ii) any Subsidiary that any Person becomes is a domestic Restricted Subsidiary of a Loan Party ceasing to be an Immaterial Subsidiary, and (iii) any Immaterial Subsidiary providing a guarantee of any Material Indebtedness or (iv) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary or Excluded Subsidiary) pursuant to Section 6.11, such Loan Party shall, to the extent that it does not violate any Gaming Law, (A) cause each such Subsidiary that is a Restricted Subsidiary (other than an Immaterial Subsidiary, except for any Immaterial Subsidiary listed in clause (iii) above)) to promptly thereafter (and but in any event within fifteen 180 days after the later of such event described in clause (15i), (ii), (iii) Business Days or (iv) above or receipt of such approval (or such longer period of time as the Administrative Agent may be agreed agree to by the GSO Entities in its reasonable discretiondiscretion or as required to obtain any necessary Gaming Approval)), cause any such Person (a) which does not qualify as execute and deliver a Non-Guarantor Subsidiary to (i) become a Loan Party by executing Guaranty and delivering to the Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty or all such other documents and certificates as the GSO Entities shall deem appropriate for Administrative Agent may reasonably request in order to have such purposeRestricted Subsidiary become a Guarantor, (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 (iiiB) deliver to the Administrative Agent documents 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, (C) deliver to the Administrative Agent an executed joinder to the Security Agreement and take all actions required by the Security Agreement or requested by the Administrative Agent to perfect the Liens created thereunder and (D) to the extent such Loan Party owns any Real Property having a fair market value greater than $25,000,000, execute and deliver the items required pursuant to Section 4.01(a)(iv)(A) – (F) hereof; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Immaterial Subsidiary that is a guarantor of any Material Indebtedness of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and opinions of counsel to such Person (which Borrower or the Restricted Subsidiaries 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 (other than an 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, in each case in form, content and scope reasonably satisfactory to the GSO Entities (it being understood that in no event shall the Borrower only be required to take any action outside be a Guarantor until such time as its guaranty of such Material Indebtedness is released (at which time it shall be released by the 105 Administrative Agent from the Guaranty on the request of the United States in order to create or perfect any security interest in any Equity Interests of a foreign Subsidiary and no foreign law security or pledge agreements, deeds, filings or searches will be requiredBorrower without further action by the Creditor Parties). In no event shall compliance with To the extent any Gaming Approvals are required for any actions required by this Section 6.11 waive 6.08, the Borrower and/or applicable Loan Party shall, at their own expense, promptly apply for and thereafter diligently pursue such Gaming Approvals; provided further, however, that (i) no funds held in the Term A Loan Proceeds Account or the Revolving Loan Proceeds Account may be deemed a waiver or Consent to any transaction giving rise to transferred into the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or Operating Account until all funds in the Company Equity Contribution Account have been exhausted and (ii) no funds held in the Revolving Loan Proceeds Account may be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrowertransferred into the Operating Account until all funds in the Term A Loan Proceeds Account have been exhausted.

Additional Loan Parties. Notify the Agent at the time that any Person becomes a domestic Subsidiary, and promptly thereafter (and in any event within fifteen thirty (1530) Business Days days or such longer period later date as the Agent may be agreed to by the GSO Entities in its reasonable discretionagree), cause any such Person that is a wholly-owned domestic Subsidiary (other than any wholly-owned domestic Subsidiary that is an Immaterial Subsidiary or that is owned by a CFC or that is a Foreign Subsidiary Holding Company), or cause any wholly-owned domestic Subsidiary (other than any such Subsidiary that is owned by a CFC or that is a Foreign Subsidiary Holding Company) previously designated as an Immaterial Subsidiary that thereafter becomes a Material Subsidiary, to (a) which does not qualify as a Non-Guarantor Subsidiary to (i) become a Loan Party by executing and delivering to the Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty or such other documents as the GSO Entities Agent shall deem appropriate for such purpose, (iib) gxxxx 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 and other Excluded Property) to secure the Obligations, and (iiic) deliver to the Agent documents of the types referred to in clauses (iiiv) and (ivvi) of Section 4.01(a) and and, if requested by the 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)), and (b) if any Equity Interests or Indebtedness of such Person (other than an Excluded Subsidiary) are owned by or on behalf of any Loan Party, 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, in each case in form, content and scope reasonably satisfactory to the GSO Entities (it being understood that in no event shall the Borrower be required to take Agent; provided that, if any action outside such wholly-owned domestic Subsidiary owns assets of the United States type which would be included in order to create or perfect any security interest in any Equity Interests of the Borrowing Base, such Subsidiary shall join the Loan Documents as a foreign Subsidiary and no foreign law security or pledge agreements, deeds, filings or searches will be required)Borrower thereunder. In no event shall compliance with this Section 6.11 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a BorrowerBorrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent at the time that promptly after any Person becomes a domestic Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary) of the Parent, and promptly thereafter (and in any event within fifteen (15) Business Days or such longer period as may be agreed to Days) if requested by the GSO Entities in its reasonable discretion)Administrative Agent, (%4) cause any such Person (a) which does not qualify as a Non-Guarantor Subsidiary to (i) become a Loan Party Borrower or Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement to this Agreement or a Joinder to counterpart of the Facility Guaranty or such other documents document as the GSO Entities Administrative Agent shall deem reasonably appropriate for such purpose, (ii%4) gxxxx subject to the requirements of Section 6.14(b), xxxxx x Xxxx to the Administrative Agent on such Person’s Intellectual Property and other assets of on the same type that types of assets which constitute Collateral (other than for under the avoidance of doubt, Real Estate and other Excluded Property) Security Documents to secure the Obligations, and (iii%4) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) 4.01 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 (b) to the extent required to be pledged pursuant to the applicable Security Documents and subject to the Intercreditor Agreement, if any Equity Interests or Indebtedness of such Person (other than an 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 SubsidiaryIndebtedness, in each case in form, content and scope reasonably satisfactory to the GSO Entities (it being understood that in no event shall the Borrower be required to take Administrative Agent. In addition, for purposes of compliance with Section 6.01, any action outside direct or indirect parent entity of the United States Parent may become a guarantor by executing and delivering to the Administrative Agent a guarantee agreement in order a form satisfactory to create the Administrative Agent which shall be executed by the Parent and such parent; provided that such parent entity shall not otherwise be deemed to be a “Borrower”, “Guarantor” or perfect “Loan Party” for any security interest in any Equity Interests of a foreign Subsidiary and no foreign law security or pledge agreements, deeds, filings or searches will be required)purpose under this Agreement. In no event shall compliance with this Section 6.11 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a BorrowerBorrower or Guarantor or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. 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 KKR Representative in its reasonable discretion), cause any such Person (a) which does not qualify as a Non-Guarantor Subsidiary to (i) become a Loan Party by executing and delivering to the Agent a Joinder joinder to this Agreement or a Joinder joinder to the Facility Guaranty or such other documents as the GSO Entities 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 Equity Interests or Indebtedness of such Person (other than an 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, in each case in form, content and scope reasonably satisfactory to the GSO Entities KKR Representative (it being understood that in no event shall the Borrower be required to take any action outside of the United States in order to create or perfect any security interest in any Equity Interests of a foreign Subsidiary and no foreign law 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 waiver or Consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower.

Additional Loan Parties. Notify the Administrative Agent at the time that promptly after any Person becomes a domestic Subsidiary (other than any Excluded Subsidiary), including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and promptly thereafter (and in any event within fifteen (15) Business Days or such longer period as may be agreed to Days) if requested by the GSO Entities in its reasonable discretion)Administrative Agent, (i) cause any such Person to become either a Borrower (aat the request of the Lead Borrower and with the consent of the Administrative Agent) which does not qualify as or a Non-Guarantor Subsidiary to (i) become a Loan Party by executing and delivering to the Administrative Agent a Joinder Agreement to this Agreement or a Joinder to counterpart of the Facility Guaranty or such other documents document as the GSO Entities Administrative Agent shall deem reasonably appropriate for such purpose, (ii) gxxxx xxxxx x Xxxx to the Collateral Agent on such Person’s Intellectual Property and other assets of on the same type that types of assets which constitute Collateral (other than for under the avoidance of doubt, Real Estate and other Excluded Property) Security Documents 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, 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 (other than an 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 SubsidiaryIndebtedness, in each case in form, content and scope reasonably satisfactory to the GSO Entities (it being understood that in no event shall the Borrower be required to take any action outside of the United States in order to create or perfect any security interest in any Equity Interests of a foreign Subsidiary and no foreign law security or pledge agreements, deeds, filings or searches will be required)Administrative Agent. In no event shall compliance with this Section 6.11 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a BorrowerBorrower or Guarantor or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent at the time that any Person becomes a domestic Subsidiary, unless such Person is an Immaterial Subsidiary or a Save-A-Lot Subsidiary (it being understood that if any Save-A-Lot Subsidiary remains a Subsidiary of the Lead Borrower upon the termination of the Spin Period, such Save-A-Lot Subsidiary shall be subject to the requirements of this Section 6.12 as though such Person had become a Subsidiary (other than a Save-A-Lot Subsidiary) upon the termination of the Spin Period), whether such Person shall be an Excluded Subsidiary (and if so, pursuant to which clause or clauses of the definition thereof), and promptly thereafter (and in any event within fifteen thirty (1530) Business Days or such days, unless a longer period as may be agreed is acceptable to by the GSO Entities Administrative Agent, in its reasonable sole discretion), cause any such Person (a) which does is not qualify as a Non-Guarantor Subsidiary an Excluded Subsidiary, to (i) become a Loan Party by executing and delivering to the Administrative Agent a Joinder to this Agreement or and if such Person is not a Joinder to Borrower, a counterpart of the Facility Guaranty or such other documents document as the GSO Entities Administrative Agent shall deem appropriate for such purpose, (ii) gxxxx xxxxx x Xxxx to the Administrative Agent on such Person’s Intellectual Property and other assets of the same type that constitute types constituting Collateral (other than for the avoidance of doubt, Real Estate and other Excluded Property) to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a4.01(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 Equity Interests or Indebtedness of such Person (other than an Excluded Subsidiary) are is owned by or on behalf of any Loan Party, to pledge such Equity Interests Indebtedness and promissory notes evidencing such Indebtedness (except that, if to the extent any such Subsidiary Indebtedness is a CFC, the Equity Interests in an amount in excess of such Subsidiary to be pledged 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$10,000,000, in each case in form, content and scope reasonably satisfactory to the GSO Entities (it being understood that in no event shall the Borrower be required to take any action outside of the United States in order to create or perfect any security interest in any Equity Interests of a foreign Subsidiary and no foreign law security or pledge agreements, deeds, filings or searches will be required)Administrative Agent. In no event shall compliance with this Section 6.11 6.12 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.11 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a BorrowerBorrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent at the time that any Person becomes a domestic Subsidiary, and promptly thereafter (and in any event (y) within fifteen (15) Business Days or such longer period as may 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 agreed to by the GSO Entities in its reasonable discretiondelivered), cause any such Person (a) which does is not qualify as a Non-Guarantor Subsidiary CFC, to (i) become a Loan Party by executing and delivering to the Administrative Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty or such other documents document as the GSO Entities Administrative Agent shall deem appropriate reasonably request for such purpose, (ii) gxxxx xxxxx x Xxxx to the Collateral Agent on such Person’s Intellectual Property and other assets of the same type that constitute Collateral (other than for the avoidance of doubt, Real Estate and other Excluded Property) to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and and, if requested by the Administrative Agent in connection with a 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 (other than an 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 may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such SubsidiarySubsidiary 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 GSO Entities Administrative Agent (it being understood that, if requested by the Administrative Agent, Lead Borrower shall promptly deliver customary favorable legal opinions in respect of any Subsidiary that in no event shall was an Immaterial Subsidiary that ceases to be an Immaterial Subsidiary to the Borrower be required to take any action outside of the United States in order to create or perfect any security interest in any Equity Interests of a foreign Subsidiary and no foreign law security or pledge agreements, deeds, filings or searches will be requiredextent not previously delivered hereunder). In no event shall compliance with this Section 6.11 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower.Section

Additional Loan Parties. Notify the Administrative Agent at the time that any Person becomes a domestic Subsidiary, and promptly thereafter (and in any event (y) within fifteen (15) Business Days or such longer period as may days for any Subsidiary other than an Immaterial Subsidiary and (z) with respect to any Immaterial Subsidiary, not later than the next date on which the financial statements referred to in Sections VI.A.1 and VI.A.2 are required to be agreed to by the GSO Entities in its reasonable discretiondelivered), cause any such Person (a) which does is not qualify as a Non-Guarantor Subsidiary CFC, to (i) become a Loan Party by executing and delivering to the Administrative Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty or such other documents document as the GSO Entities Administrative Agent shall deem appropriate reasonably request for such purpose, (ii) gxxxx xxxxx x Xxxx to the Collateral Agent on such Person’s Intellectual Property and other assets of the same type that constitute Collateral (other than for the avoidance of doubt, Real Estate and other Excluded Property) to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iii) c and (iv) d of Section 4.01(a) and IV.A.1 and, if requested by the Administrative Agent in connection with a 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)1), and (b) if any Equity Interests or Indebtedness of such Person (other than an Excluded Subsidiary) are owned by or on behalf of any Loan Party, 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 may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such SubsidiarySubsidiary 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 GSO Entities Administrative Agent (it being understood that, if requested by the Administrative Agent, Lead Borrower shall promptly deliver customary favorable legal opinions in respect of any Subsidiary that in no event shall was an Immaterial Subsidiary that ceases to be an Immaterial Subsidiary to the Borrower be required to take any action outside of the United States in order to create or perfect any security interest in any Equity Interests of a foreign Subsidiary and no foreign law security or pledge agreements, deeds, filings or searches will be requiredextent not previously delivered hereunder). In no event shall compliance with this Section 6.11 VI.L waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.11 VI.L if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a BorrowerBorrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify Promptly notify the Agent at the time that any Person becomes a domestic Subsidiary or any Person that is an Unrestricted Subsidiary becomes a Restricted Subsidiary, and cause any such Person that is a wholly-owned Domestic Subsidiary of the Lead Borrower that is a Restricted Subsidiary (other than a Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary or a Domestic Subsidiary that owns (directly or indirectly) no material assets other than debt or Equity Interests in one or more Foreign Subsidiaries) to (a) promptly thereafter (and in any event within fifteen (15) Business Days of such Person becoming a Subsidiary or a Restricted Subsidiary, as the case may be, or such longer period later date as the Agent may be agreed to by the GSO Entities in its reasonable discretionagree), cause any such Person (a) which does not qualify as a Non-Guarantor Subsidiary to (i) become a Loan Party (including, if acceptable to the Agent, an additional borrower) 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 GSO Entities Agent shall reasonably 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 ObligationsObligations 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) and if reasonably requested by the Agent, deliver customary opinions of counsel to such Person (which shall cover, among other things, in connection with the legality, validity, binding effect and enforceability of the documentation referred to in foregoing clause (a)), and (b) if any Equity Interests or Indebtedness of such Person (other than an Excluded Subsidiary) are owned by or on behalf of any Loan Party, 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, in each case in form, content and scope reasonably satisfactory to the GSO Entities (it being understood that Agent; provided that, for the avoidance of doubt, in no event shall the Borrower any Subsidiary that is not a Domestic Subsidiary be required to take guarantee or provide Collateral to secure any action outside of the United States in order to create or perfect any security interest in any Equity Interests of a foreign Subsidiary and no foreign law security or pledge agreements, deeds, filings or searches will be required)Obligations. In no event shall compliance with this Section 6.11 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, permit the inclusion of any acquired assets in the computation of the Borrowing Base until such time as the Agent has conducted its diligence with respect to any Subsidiary, an approval of such Person as a Borrowerthereto.

Additional Loan Parties. Notify the Agent Any Subsidiary may, at the time that any Person becomes election of the North American Loan Party Agent or the Foreign Loan Party Agent, as applicable, become a domestic Subsidiary, and promptly thereafter (and in any event Borrower hereunder within fifteen (15) Business Days or such longer period as may be agreed to by the GSO Entities in applicable Borrower Group for its reasonable discretion), cause any such Person (a) which does not qualify as a Non-Guarantor Subsidiary to jurisdiction of organization upon (i) become a Loan Party by executing the execution and delivering delivery to the Agent and/or Security Trustees (A) by such Subsidiary of a Joinder supplement or joinder to this Agreement or a Joinder to Agreement, substantially in the Facility Guaranty or such other documents as the GSO Entities shall deem appropriate for such purposeform of Exhibit G, (iiB) 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 Equity Interests or Indebtedness of such Person (other than an 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 Security Documents in form and 100% of the non-voting Equity Interests of such Subsidiary, in each case in form, content and scope substance reasonably satisfactory to the GSO Entities (it being understood that in no event shall Agent and the Borrower relevant Security Trustee as may be required for the relevant jurisdiction; provided that any such new Security Document shall be in substantially the same form as the comparable Security Documents to take any action outside which the existing Loan Parties of the United States in order to create or perfect any security interest in any Equity Interests Loan Party Group of the New Loan Party (if any) are party, (C) by a Senior Officer of the applicable Loan Party Agent for such Subsidiary of a foreign (1) Borrowing Base Certificate for such Subsidiary effective as of not more than sixty (60) days preceding the date on which such Subsidiary becomes a Foreign Borrower and no foreign law security (2) written notice of such Subsidiary’s Applicable Foreign Borrower Commitment and (D) by such Subsidiary of a certificate (including delivery of related attachments) of the type described in Section 6.1(h) and such other documents, instruments and agreements as Agent may reasonably require, and (ii) the completion of the Agent’s due diligence to its reasonable satisfaction and of compliance procedures for applicable “know your customer” and anti-money laundering rules; provided that, prior to permitting such Subsidiary to borrow any Revolver Loans or pledge agreementsobtain the issuance of any Letters of Credit hereunder, deedsthe Agent, filings or searches will be required). In no event in its discretion, shall compliance with this Section 6.11 waive or be deemed a waiver or Consent have the right 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, conduct an appraisal and field examination with respect to any such Subsidiary, an approval including, without limitation, of (x) such Subsidiary’s practices in the computation of its Borrowing Base and (y) the assets included in such Subsidiary’s Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves, in each case, prepared on a basis reasonably satisfactory to the Agent and at the sole expense of such Person as a BorrowerSubsidiary.

Additional Loan Parties. Notify Promptly notify the Agent at the time that any Person becomes a domestic Subsidiary or any Person that is an Unrestricted Subsidiary becomes a Restricted Subsidiary, and cause any such Person that is a wholly-owned Domestic Subsidiary of the Domestic Borrower or that is a wholly-owned UK Subsidiary of the UK Borrower in each case that is a Restricted Subsidiary to (a) promptly thereafter (and in any event within fifteen (15) Business Days days of such Person becoming a Subsidiary or a Restricted Subsidiary, as the case may be, or such longer period later date as the Agent may be agreed to by the GSO Entities in its reasonable discretionagree), cause any such Person (a) which does not qualify as a Non-Guarantor Subsidiary to (i) become a Loan Party (including, if acceptable to the Agent, an additional borrower) 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 GSO Entities Agent shall reasonably deem appropriate for such purpose, (ii) gxxxx 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 doubtDomestic Loan Parties of UK Loan Parties, Real Estate and other Excluded Propertyas applicable) to secure the Obligationsapplicable portion of the Obligations (excluding any Material Real Estate) and take such actions as may be required under the Security Documents to perfect such Lien, and (iii) deliver to the 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 (which shall cover, among other things, in connection with the legality, validity, binding effect and enforceability of the documentation referred to in clause foregoing clauses (a)), ) and (b) if any Equity Interests or Indebtedness of such Person (other than an Excluded Subsidiary) are owned by or on behalf of any Loan Party, 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, in each case in form, content and scope reasonably satisfactory to the GSO Entities (it being understood that Agent; provided that, for the avoidance of doubt, in no event shall the Borrower any Subsidiary that is not a Domestic Subsidiary be required to take guarantee or provide Collateral to secure any action outside of Obligations other than the United States in order to create or perfect any security interest in any Equity Interests of a foreign Subsidiary and no foreign law security or pledge agreements, deeds, filings or searches will be required)UK Liabilities. In no event shall compliance with this Section 6.11 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, permit the inclusion of any acquired assets in the computation of the Combined Borrowing Base until such time as the Agent has conducted its diligence with respect to any Subsidiary, an approval of such Person as a Borrowerthereto.

Additional Loan Parties. Notify the Agent at the time Upon (i) any Loan Party creating or acquiring any Subsidiary that any Person becomes is a domestic wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary, and a FSHCO or a ForeignExcluded Subsidiary) after the Closing Date, (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an ImmaterialExcluded Subsidiary, ceasing to be a FSHCO or ceasing to be a Foreign (including any such Restricted Subsidiary that has become a wholly-owned Restricted Subsidiary unless such Restricted Subsidiary is otherwise an Excluded Subsidiary), or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly-owned Restricted Subsidiary (other than an ImmaterialExcluded Subsidiary, a FSHCO or a Foreign Subsidiary) pursuant to Section 6.11, such Loan Party shall, to the extent that it does not violate any Gaming Law or, if necessary, has received the approval of the applicable Gaming Authority, (A) cause each such Restricted Subsidiary (other than an ImmaterialExcluded Subsidiary, a FSHCO or a Foreign Subsidiary) to promptly thereafter (and but in any event within fifteen 180 days after the later of such event described in clause (15i), (ii) Business Days or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may be agreed agree to by the GSO Entities in its reasonable discretiondiscretion or as required to obtain any necessary Gaming Approval)), cause any such Person (a) which does not qualify as execute and deliver a Non-Guarantor Subsidiary to (i) become a Loan Party by executing Guaranty and delivering to the Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty or all such other documents and certificates as the GSO Entities shall deem appropriate for Administrative Agent may reasonably request in order to have 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, Restricted Subsidiary become a Guarantor and (iiiB) deliver to the Administrative Agent documents 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 Agreement to the contrary, (i) any Immaterial Subsidiary that is a guarantor of any Material Indebtedness of the types referred Borrower or the Restricted Subsidiaries shall be required to in clauses be a Guarantor until such time as its guaranty of such Material Indebtedness is released (iiiat 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 (ivii) of Section 4.01(a) and opinions of counsel any Restricted Subsidiary acquired after the Closing Date that is prohibited by any agreement, instrument or other undertaking to which 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 (other than an 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 Restricted Subsidiary is a CFCparty, or by which it or any of its property or assets is bound, from guaranteeing the Equity Interests of such Subsidiary to be pledged Obligations 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 GSO Entities (it being understood that in no event shall the Borrower not be required to take be a Guarantor for so long as such prohibition exists (provided that any action outside such agreement, instrument or other undertaking existed at the time of the United States such acquisition or investment and was not entered into in order to create connection with or perfect any security interest in any Equity Interests anticipation of a foreign Subsidiary and no foreign law security such acquisition or pledge agreements, deeds, filings or searches will be requiredinvestment). In no event shall compliance with To the extent approvals of any Gaming Authorities for any actions required by this Section 6.11 waive or be deemed a waiver or Consent are required by applicable Gaming Laws, the Borrower and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to any transaction giving rise promptly (as reasonably determined by the Borrower in good faith) apply for and to the need to comply with this Section 6.11 if pursue such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrowerapprovals.

Additional Loan Parties. 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) 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 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 Equity Interests or Indebtedness of such Person (other than an Excluded SubsidiarySubsidiary 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, in each case in form, content and scope reasonably satisfactory to the GSO Entities (it being understood that in no event shall the Borrower be required to take any action outside of the United States in order to create or perfect any security interest in any Equity Interests of a foreign Subsidiary 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 waiver or Consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower.

Additional Loan Parties. Notify the Administrative Agent at the time that promptly after any Person becomes a domestic Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary) of the Parent, and promptly thereafter (and in any event within fifteen (15) Business Days or such longer period as may be agreed to Days) if requested by the GSO Entities in its reasonable discretion)Administrative Agent, (i) cause any such Person (a) which does not qualify as a Non-Guarantor Subsidiary to (i) become a Loan Party Borrower or Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement to this Agreement or a Joinder to counterpart of the Facility Guaranty or such other documents document as the GSO Entities Administrative Agent shall deem reasonably appropriate for such purpose, (ii) gxxxx subject to the requirements of Section 6.14(b), xxxxx x Xxxx to the Collateral Agent on such Person’s Intellectual Property and other assets of on the same type that types of assets which constitute Collateral (other than for under the avoidance of doubt, Real Estate and other Excluded Property) Security Documents 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, 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 (other than an 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 SubsidiaryIndebtedness, in each case in form, content and scope reasonably satisfactory to the GSO Entities (it being understood that in no event shall the Borrower be required to take Administrative Agent. In addition, for purposes of compliance with Section 6.01, any action outside direct or indirect parent entity of the United States Parent may become a guarantor by executing and delivering to the Administrative Agent a guarantee agreement in order a form satisfactory to create the Administrative Agent which shall be executed by the Lead Borrower and such parent; provided that such parent entity shall not otherwise be deemed to be a “Borrower”, “Guarantor” or perfect “Loan Party” for any security interest in any Equity Interests of a foreign Subsidiary and no foreign law security or pledge agreements, deeds, filings or searches will be required). In purpose under this Xxxxxxxxx.Xx no event shall compliance with this Section 6.11 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a BorrowerBorrower or Guarantor or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Agent at the time that any Person becomes Excluding for purposes hereof INS Insurance, Inc. and Xxxxxxxxx Receivables Corporation (but only so long as Xxxxxxxxx Receivables Corporation is 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 discretionReceivables Financing SPC), cause 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 such Person time (a) which does not qualify as a Non-Guarantor Subsidiary to guarantee any Private Placement Debt or (b) constitute more than either (i) become a Loan Party by executing and delivering to twenty percent (20%), in the Agent a Joinder to this Agreement aggregate, of Consolidated Total Assets, or a Joinder to the Facility Guaranty or such other documents as the GSO Entities shall deem appropriate for such purpose, (ii) gxxxx x Xxxx twenty percent (20%), in the aggregate, of Consolidated Net Income, (collectively, the “Threshold Requirement”), the Borrower and/or the Parent shall so notify the Administrative Agent and shall cause one or more Domestic Subsidiaries to become a “Guarantor” hereunder by (x) executing a Joinder Agreement and (y) delivering such other documentation as the Administrative Agent on such Person’s Intellectual Property may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other assets of the same type that constitute Collateral (other than for the avoidance of doubt, Real Estate organizational and other Excluded Property) to secure the Obligations, and (iii) deliver to the Agent authorizing documents of the types referred to in clauses (iii) such Person and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)above), and (b) if any Equity Interests or Indebtedness of such Person (other than an Excluded Subsidiary) are owned by or on behalf of any Loan Party, 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, in each case all in form, content and scope reasonably satisfactory to the GSO Entities Administrative Agent such that immediately after the joinder of such Domestic Subsidiaries as Guarantors hereunder, the remaining Non-Guarantor Subsidiaries shall not, either individually or as a group, exceed the Threshold Requirement. The Borrower and the Parent may require the release of any Domestic Subsidiary that is a Guarantor provided that (it being understood 1) after giving effect to such release, all Non-Guarantor Subsidiaries shall not, either individually or as a group, exceed the Threshold Requirement, and (2) before and after giving effect to such release, no Default exists. The Lenders authorize the Administrative Agent to release any Domestic Subsidiary that in no event shall is a Guarantor pursuant to the terms of the immediately preceding sentence, and the Administrative Agent may conclusively rely on a certificate from the Borrower be certifying that the conditions for such release are satisfied. The Borrower and the Parent represent to the Lenders that no notification is required to take any action outside under this Section 5.11 as of the United States in order to create or perfect any security interest in any Equity Interests of a foreign Subsidiary and no foreign law security or pledge agreements, deeds, filings or searches will be required)date hereof. In no event shall compliance with this Section 6.11 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower.68

Additional Loan Parties. 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 Upon (i) become a any Loan Party by executing and delivering to the Agent creating or acquiring any Subsidiary that is a Joinder to this Agreement or 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 Equity Interests or Indebtedness of such Person wholly-owned Restricted Subsidiary (other than an Excluded Subsidiary) are owned by or on behalf after the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC), (ii) any Subsidiary that is a Restricted Subsidiary of a Loan PartyParty ceasing to be an Excluded Subsidiary, or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly-owned Restricted Subsidiary (other than an Excluded Subsidiary) pursuant to Section 6.10, such Loan Party shall, to pledge the extent that it does not violate any Gaming Law or, if necessary, is approved by the Gaming Authority, (A) cause each such Equity Interests Subsidiary that is a Restricted Subsidiary (other than an Excluded Subsidiary) to promptly (but in any event within 180 days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and promissory notes evidencing deliver a Guaranty and all such Indebtedness other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor and (except 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, if such notwithstanding anything in this Section 6.08 to the contrary, any Excluded Subsidiary that is a CFC, the Equity Interests guarantor of such Subsidiary to be pledged shall be limited to 65% any Material Indebtedness of the outstanding voting Equity Interests of such Subsidiary and 100% of Borrowers or the non-voting Equity Interests of such Subsidiary, in each case in form, content and scope reasonably satisfactory to the GSO Entities (it being understood that in no event Restricted Subsidiaries shall the Borrower only be required to take any action outside 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 United States in order to create or perfect any security interest in any Equity Interests of a foreign Subsidiary and no foreign law security or pledge agreements, deeds, filings or searches will be requiredCompany without further action by the Creditor Parties). In no event shall compliance with To the extent approvals of any Gaming Authorities for any actions required by this Section 6.11 waive or be deemed a waiver or Consent are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to any transaction giving rise to the need to comply with this Section 6.11 if promptly apply for and thereafter pursue such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrowerapprovals.

Additional Loan Parties. Notify the Administrative 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 discretiondays), cause any such Person (a) which does is not qualify as a Non-Guarantor Subsidiary CFC, to (i) become a Loan Party by executing and delivering to the Administrative Agent a Joinder to this Agreement or a Joinder to counterpart of the Facility Guaranty or such other documents document as the GSO Entities Administrative Agent shall deem appropriate for such purpose, (ii) gxxxx xxxxx x Xxxx to the Administrative Agent on such Person’s Intellectual Property and other assets of the same type that constitute included in the Collateral (other than for the avoidance of doubt, Real Estate and other Excluded Property) to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iiiiv) and (ivv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person (other than an 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 may be limited to sixty-five percent (65% %) of the outstanding voting Equity Interests of such Subsidiary and one hundred percent (100% %) of the non-voting Equity Interests of such SubsidiarySubsidiary 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 GSO Entities (it being understood that in no event shall the Borrower be required to take any action outside of the United States in order to create or perfect any security interest in any Equity Interests of a foreign Subsidiary and no foreign law security or pledge agreements, deeds, filings or searches will be required)Administrative Agent. In no event shall compliance with this Section 6.11 6.12 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.11 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a BorrowerBorrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base. Notwithstanding the foregoing provisions of this Section 6.12, the parties hereto acknowledge and agree that Xxxxx Mart Air, Inc. shall not be required to become a Loan Party as long as Borrowers are in compliance with the requirements of Section 7.16.

Additional Loan Parties. Notify the Administrative Agent at the time that any Person becomes a domestic Subsidiary, whether such Person shall be an Excluded Subsidiary (and if so, pursuant to which clause or clauses of the definition thereof), and promptly thereafter (and in any event within fifteen (15) Business Days or such longer period as may be agreed to by the GSO Entities in its reasonable discretion30 days), cause any such Person (a) which does is not qualify as a Non-Guarantor Subsidiary to an Excluded Subsidiary, (i) to become a Loan Party and xxxxx x Xxxx to the Collateral Agent on such Person’s assets of the types constituting Collateral to secure the Obligations by executing and delivering to the Administrative Agent a Joinder joinder to this each of the Security Agreement or a Joinder to and the Facility Guaranty or and such other documents (including, to the extent applicable, Mortgages and Related Real Estate Collateral Security Agreements) as the GSO Entities Administrative Agent shall deem appropriate for such purposepurpose and by complying with the Term Loan Priority Collateral Requirements with respect to any Material Real Estate Assets and Material Related Collateral Locations, (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 Administrative Agent documents of the types referred to in clauses (iiiSections 4.01(g) and (iv4.01(k) of Section 4.01(a) and and, upon the 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 clause (a)), this sentence) and (biii) if any Equity Interests or Indebtedness of such Person (other than an Excluded Subsidiary) are is owned by or on behalf of any Loan PartyParty in an amount greater than or equal to $10,000,000 individually or in the aggregate, to pledge such Equity Interests Indebtedness 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 SubsidiaryIndebtedness, in each case in form, content and scope reasonably satisfactory to the GSO Entities (it being understood that in no event shall the Borrower be required to take any action outside of the United States in order to create or perfect any security interest in any Equity Interests of a foreign Subsidiary and no foreign law security or pledge agreements, deeds, filings or searches will be required)Administrative Agent. In no event shall compliance with this Section 6.11 5.12 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.11 5.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a BorrowerAgreement.

Additional Loan Parties. Notify the Agent at the time that promptly after any Person becomes a domestic SubsidiarySubsidiary that is a direct wholly-owned Subsidiary of a Loan Party, and promptly thereafter (and in any event within fifteen thirty (1530) Business Days days or such longer period as the Agent may be agreed to by the GSO Entities in its reasonable discretionagree), cause any such Person (a) which does is not qualify as a Non-Guarantor CFC or Excluded Domestic Subsidiary to (i) become a Loan Party by executing and delivering to the Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty or such other documents as the GSO Entities Agent 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 and, if requested by Agent, customary opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person (other than an 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 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 GSO Entities (it being understood that in no event shall the Borrower be required to take any action outside of the United States in order to create or perfect any security interest in any Equity Interests of a foreign Subsidiary and no foreign law security or pledge agreements, deeds, filings or searches will be required)Agent. In no event shall compliance with this Section 6.11 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a BorrowerBorrower or Guarantor hereunder or permit the inclusion of any acquired assets in the computation of the Aggregate Borrowing Base, the Revolving Borrowing Base and/or the FILO Borrowing Base.

Additional Loan Parties. Notify the (a) Each Loan Party shall notify Administrative Agent at the time that any Person becomes a domestic Subsidiarywholly-owned Domestic Subsidiary of such Loan Party (including pursuant a Permitted Acquisition) or ceases to be an Excluded Subsidiary pursuant to the definition thereof, and promptly thereafter (and in any event within fifteen thirty (1530) Business Days days (or such longer period as may be agreed to by the GSO Entities Administrative Agent in its reasonable sole discretion)) (i) execute and deliver or cause to be delivered to Administrative Agent all Security Documents, stock certificates, stock powers and other agreements and instruments as may be requested by Administrative Agent to ensure that Administrative Agent has a perfected Lien on all ownership interests (other than Excluded Assets) held by such Loan Party in such Domestic Subsidiary, and (ii) cause any such Person (a) which does not qualify as a Non-Guarantor new Domestic Subsidiary or Domestic Subsidiary that ceases to be an Excluded Subsidiary to (iA) become a Loan Party Guarantor and/or a Borrower by executing and delivering to the Administrative Agent a Joinder to this Agreement Guaranty (or a joinder to Guaranty) and/or a Joinder Agreement, (B) execute and deliver all Security Documents (or joinders or assumptions thereto) requested by Administrative Agent pledging to Administrative Agent for the Facility Guaranty benefit of the Secured Parties all of its Property (other than Excluded Assets or such other documents exceptions as Administrative Agent may permit) and take all actions required by Administrative Agent to grant to Administrative Agent for the GSO Entities shall deem appropriate for such purpose, benefit of Secured Parties a perfected first priority (ii) gxxxx x Xxxx subject to Permitted Liens that have priority over the Agent on such Person’s Intellectual Property and other assets Liens in favor of the same type that constitute Collateral (other than for Administrative Agent under applicable law) security interest in such Property, including entering into a Control Agreements required pursuant to Section 6.12 and the avoidance filing of doubt, Real Estate and other Excluded Property) to secure the ObligationsUCC financing statements in such jurisdictions as may be requested by Administrative Agent, and (iiiC) deliver to the Administrative Agent such other documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and instruments as Administrative Agent may require, including appropriate 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 (other than an 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, in each case in form, content and scope reasonably satisfactory to the GSO Entities (it being understood that in no event shall the Borrower be required to take any action outside of the United States in order to create or perfect any security interest in any Equity Interests of a foreign Subsidiary 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 waiver or Consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a BorrowerAdministrative Agent.

Additional Loan Parties. (a) (i) Notify the Agent at the time that any Person becomes a domestic SubsidiaryWholly-Owned Subsidiary of any Loan Party, and promptly thereafter (and in any event within fifteen sixty (1560) Business Days days or such longer period as the Agent may be agreed to by the GSO Entities in its reasonable discretionagree), cause any such Person which is a Domestic Subsidiary (aother than any Excluded Subsidiary) which does not qualify as a Non-Guarantor Subsidiary to (ix) 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 GSO Entities Agent shall deem reasonably appropriate for such purpose, (iiy) gxxxx 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 and other Excluded Property) to secure the ObligationsObligations to the extent required by the Security Documents, and (iiiz) deliver to the Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and and, if reasonably requested by the Agent, customary opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a))Person, and (bii) if any Equity Interests or Indebtedness of such Person (other than an 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, notwithstanding the foregoing, if such any Subsidiary is a CFCForeign Subsidiary or a Foreign Subsidiary Holding Company, the Equity Interests of such Subsidiary to be pledged 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 GSO Entities 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 (it being understood that in no event including any Equity Interests held by a Foreign Subsidiary) shall the Borrower be required to take be pledged hereunder or under any action outside of the United States in order to create or perfect any security interest in any Equity Interests of a foreign Subsidiary and no foreign law security or pledge agreements, deeds, filings or searches will be required)Security Document. (b) In no event shall compliance with this Section 6.11 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower.Borrower or Guarantor or permit the inclusion of any acquired assets or assets of such Subsidiary in the computation of the Borrowing Base. (c) Notwithstanding anything to the contrary contained herein, if the Agent reasonably determines that the cost of obtaining any pledge or security interest otherwise required pursuant to this Section 6.11 is excessive in relation to the benefit thereof, then no such pledge or security interest shall be required hereunder. 6.12