INCOME OF A UNITED STATES SHAREHOLDER OF SUCH SUBSIDIARY
PURSUANT TO SECTION 951 (OR A SUCCESSOR PROVISION) OF THE CODE, AS REASONABLY
DETERMINED BY THE ADMINISTRATIVE AGENT; PROVIDED THAT THIS EXCEPTION SHALL NOT
APPLY TO (A) VOTING STOCK OF ANY SUBSIDIARY WHICH IS A FIRST-TIER CONTROLLED
FOREIGN CORPORATION (AS DEFINED IN SECTION 957(A) OF THE CODE) REPRESENTING 66%
OF THE TOTAL VOTING POWER OF ALL OUTSTANDING VOTING STOCK OF SUCH SUBSIDIARY AND
(B) 100% OF THE EQUITY INTERESTS NOT CONSTITUTING VOTING STOCK OF ANY SUCH
SUBSIDIARY, EXCEPT THAT ANY SUCH EQUITY INTERESTS CONSTITUTING "STOCK ENTITLED
TO VOTE" WITHIN THE MEANING OF TREASURY REGULATION SECTION 1.956-2(C)(2) SHALL
BE TREATED AS VOTING STOCK FOR PURPOSES OF THIS SECTION 5.11(B).
(C)
PROMPTLY GRANT TO THE COLLATERAL AGENT, WITHIN 30 DAYS (45 DAYS IN
THE CASE OF MATERIAL REAL PROPERTY ACQUIRED IN CONNECTION WITH THE ACQUISITION
OF A TRUCK STOP VIDEO GAMING FACILITY) OF THE ACQUISITION THEREOF (OR IF NOT A
MATERIAL REAL PROPERTY AT THE TIME OF ACQUISITION, WITHIN 30 DAYS OF BECOMING A
MATERIAL REAL PROPERTY), A SECURITY INTEREST IN AND MORTGAGE ON (I) EACH
MATERIAL REAL PROPERTY OWNED IN FEE BY SUCH LOAN PARTY AS IS ACQUIRED BY SUCH
LOAN PARTY AFTER THE CLOSING DATE AND (II) UNLESS THE COLLATERAL AGENT OTHERWISE
CONSENTS, EACH LEASED
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MATERIAL REAL PROPERTY OF SUCH LOAN PARTY, IN EACH CASE, AS ADDITIONAL SECURITY
FOR THE SECURED OBLIGATIONS (UNLESS THE SUBJECT PROPERTY IS ALREADY MORTGAGED TO
A THIRD PARTY TO THE EXTENT PERMITTED BY SECTION 6.02).
SUCH MORTGAGES SHALL BE
GRANTED PURSUANT TO DOCUMENTATION REASONABLY SATISFACTORY IN FORM AND SUBSTANCE
TO THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT AND SHALL CONSTITUTE VALID
AND ENFORCEABLE PERFECTED LIENS SUBJECT ONLY TO PERMITTED LIENS OR OTHER LIENS
ACCEPTABLE TO THE COLLATERAL AGENT.
THE MORTGAGES OR INSTRUMENTS RELATED
THERETO SHALL BE DULY RECORDED OR FILED IN SUCH MANNER AND IN SUCH PLACES AS ARE
REQUIRED BY LAW TO ESTABLISH, PERFECT, PRESERVE AND PROTECT THE LIENS IN FAVOR
OF THE COLLATERAL AGENT REQUIRED TO BE GRANTED PURSUANT TO THE MORTGAGES AND ALL
TAXES, FEES AND OTHER CHARGES PAYABLE IN CONNECTION THEREWITH SHALL BE PAID IN
FULL.
BORROWER SHALL OR SHALL CAUSE THE APPLICABLE LOAN PARTY TO OTHERWISE TAKE
SUCH ACTIONS AND EXECUTE AND/OR DELIVER TO THE COLLATERAL AGENT SUCH DOCUMENTS
AS THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT SHALL REASONABLY REQUIRE TO
CONFIRM THE VALIDITY, PERFECTION AND PRIORITY OF THE LIEN OF ANY EXISTING
MORTGAGE OR NEW MORTGAGE AGAINST SUCH AFTER-ACQUIRED REAL PROPERTY (INCLUDING A
TITLE POLICY, A SURVEY AND LOCAL COUNSEL OPINION (IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT) IN
RESPECT OF SUCH MORTGAGE).
(D)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN CLAUSES (A) AND (B) OF
THIS SECTION 5.11, IF THE PLEDGE OF EQUITY INTERESTS OF ANY SUBSIDIARY ACQUIRED
OR CREATED AFTER THE CLOSING DATE REQUIRES APPROVAL UNDER THE APPLICABLE GAMING
LAWS, BORROWER SHALL BE REQUIRED TO PLEDGE SUCH STOCK ONLY IF THE REQUISITE
APPROVALS ARE OBTAINED AFTER THE EXERCISE OF ITS