Common use of Effectiveness of this First Amendment Clause in Contracts

Effectiveness of this First Amendment. This First Amendment and the amendments to the Credit Agreement set forth in Section 2 hereof) shall be effective only if and when: (a) the Borrower, the other Loan Parties, the L/C Issuers and the Lenders constituting the Required Lenders have delivered their fully executed signature pages hereto to the Administrative Agent; (b) each of the representations and warranties contained in Section 3 of this First Amendment shall be true and correct in all material respects; (c) after giving effect to this First Amendment, no event has occurred and is continuing or will result from the execution and delivery of this First Amendment or the performance by the Borrower and the other Loan Parties of their obligations hereunder that would constitute a Default or an Event of Default; (d) the Administrative Agent shall have received a certificate signed by a Responsible Officer certifying that the conditions specified in Sections 4(b) and 4(c) of this First Amendment have been satisfied; (e) the Administrative Agent shall have received: (i) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower and each Pledgor as the Administrative Agent may require evidencing the identity, authority and capacity of each such Responsible Officer authorized to act on behalf of each Pledgor in connection with this First Amendment, the Pledge Agreement and the other Loan Documents; and (ii) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower and each Pledgor is duly organized or formed, validly existing, in good standing and qualified to engage in business in its jurisdiction of organization; (iii) the Pledge Agreement duly executed by each Pledgor, together with: (A) certificates or other instruments representing the Pledged Equity (as defined in the Pledge Agreement) be in suitable form for transfer by delivery or, as applicable, shall be accompanied by each Pledgor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Administrative Agent, and (B) financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary in order to perfect the Liens created under the Pledge Agreement; (iv) a favorable opinion of Milbank LLP, special New York counsel to the Borrower and the Pledgors, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, special Nevada corporate and gaming counsel to the Borrower and the Pledgors, ▇▇▇▇▇▇ Snow LLP, special Mississippi counsel to the Pledgors, and Fox Rothschild LLP, special New Jersey corporate and gaming counsel to the Pledgors in each case addressed to the Administrative Agent and each Lender, reasonably satisfactory to the Administrative Agent; and (v) a certificate executed by a financial or accounting officer of the Company setting forth the aggregate amount of the obligations that may be secured by Liens as of the First Amendment Effective Date pursuant to Section 5.1(c) of the indenture governing the Company’s 7.750% senior unsecured notes due 2022 and the similar provisions contained in the Company’s other indentures governing its other senior unsecured notes, which certificate shall include a calculation of the Company’s Consolidated Net Tangible Assets (as defined in such indenture or such other indentures); (f) the Lenders shall have received at least three (3) Business Days prior to the First Amendment Effective Date all outstanding documentation and other information about the Loan Parties reasonably requested in writing by them at least ten (10) Business Days prior to the First Amendment Effective Date in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Regulation; (g) the Borrower shall have paid all Attorney Costs of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least three Business Days prior to the First Amendment Effective Date; (h) the Borrower shall have paid all fees and expenses owed to the Administrative Agent and the BofA Arranger (as defined below) due and owing through and including the First Amendment Effective Date to the Administrative Agent and the BofA Arranger to the extent invoiced at least 3 Business Days prior to the First Amendment Effective Date; and (i) the Borrower shall have paid to the Administrative Agent, for the account of each Lender (including Bank of America, N.A.) under the Credit Agreement as amended by the First Amendment, a consent fee equal to the product of 0.05% times the aggregate principal amount of such Lender’s existing “Revolving Commitments” under the Credit Agreement solely to the extent that such Lender has provided an executed signature to this First Amendment on or prior to April 28, 2020. All fees described in this clause (i) shall be payable in full upon the First Amendment Effective Date (and will only be due if such date occurs). This First Amendment and the amendments to the Credit Agreement set forth in Section 2 hereof shall be effective on the date (the “First Amendment Effective Date”) on which all of the foregoing conditions are satisfied.

Effectiveness of this First Amendment. This First Amendment and the amendments to the Credit Agreement set forth in Section 2 hereof) shall be effective only if and when: (a) the Borrower, the other Loan Station Parties, the L/C Issuers and the Lenders constituting the Required Lenders each Lender who has consented hereto have delivered their fully executed signature pages hereto to the Administrative Agent; (b) each of the representations and warranties contained in Section 3 of this First Amendment shall be true and correct in all material respects; (c) after giving effect respects and, in furtherance thereof, the Borrower and each of the Station Parties shall have received all necessary approvals and/or consents from the Gaming Authorities in form and substance satisfactory to this First Amendment, no event has occurred and is continuing or will result from the Administrative Agent for the execution and delivery of this First Amendment or and the performance by of the obligations of the Borrower and each of the other Loan Station Parties under or in respect of their obligations hereunder that would constitute a Default or an Event of Defaultthis First Amendment; (c) the Administrative Agent shall have received legal opinions reasonably satisfactory to it from the Borrower’s counsel with respect to Nevada and New York law matters; (d) the Administrative Agent shall have received a certificate signed received, executed by a Responsible Officer certifying or other authorized signatory of the signing Loan Party that the conditions specified is party thereto and in Sections 4(b) form and 4(c) of this First Amendment have been satisfied; (e) substance reasonably satisfactory to the Administrative Agent shall have received: (i) Agent, such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower and each Pledgor Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each such Responsible Officer or other authorized signatory thereof authorized to act on behalf of each Pledgor as a Responsible Officer and/or execute documents in connection with this First Amendment, the Pledge Agreement Amendment and the other Loan Documents; and (ii) Documents to which such documents and certifications as Loan Party is a party or is to be a party on the Administrative Agent may reasonably require to evidence that the Borrower and each Pledgor is duly organized or formed, validly existing, in good standing and qualified to engage in business in its jurisdiction of organization; (iii) the Pledge Agreement duly executed by each Pledgor, together with: (A) certificates or other instruments representing the Pledged Equity (as defined in the Pledge Agreement) be in suitable form for transfer by delivery or, as applicable, shall be accompanied by each Pledgor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Administrative Agent, and (B) financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary in order to perfect the Liens created under the Pledge Agreement; (iv) a favorable opinion of Milbank LLP, special New York counsel to the Borrower and the Pledgors, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, special Nevada corporate and gaming counsel to the Borrower and the Pledgors, ▇▇▇▇▇▇ Snow LLP, special Mississippi counsel to the Pledgors, and Fox Rothschild LLP, special New Jersey corporate and gaming counsel to the Pledgors in each case addressed to the Administrative Agent and each Lender, reasonably satisfactory to the Administrative Agent; and (v) a certificate executed by a financial or accounting officer of the Company setting forth the aggregate amount of the obligations that may be secured by Liens as of the First Amendment Effective Date pursuant to Section 5.1(c) of the indenture governing the Company’s 7.750% senior unsecured notes due 2022 and the similar provisions contained in the Company’s other indentures governing its other senior unsecured notes, which certificate shall include a calculation of the Company’s Consolidated Net Tangible Assets (as defined in such indenture or such other indentures); (f) the Lenders shall have received at least three (3) Business Days prior to the First Amendment Effective Date all outstanding documentation and other information about the Loan Parties reasonably requested in writing by them at least ten (10) Business Days prior to the First Amendment Effective Date in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Regulation; (g) the Borrower shall have paid all Attorney Costs of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least three Business Days prior to the First Amendment Effective Date; (he) at such time that this First Amendment becomes effective, all Term Loans are held by Term Lenders who have consented to this First Amendment with respect to their entire respective Term Loans at such time; and (f) the Borrower shall have paid all fees and expenses owed to the Administrative Agent Agent, the Joint Lead Arrangers and the BofA Arranger Lenders (as defined belowincluding fees and expenses of counsel) due and owing accrued through and including the First Amendment Effective Date to the Administrative Agent and the BofA Arranger to the extent invoiced at least 3 Business Days prior to the First Amendment Effective Date; and (i) the Borrower shall have paid to the such Administrative Agent, for the account of each Lender Joint Lead Arrangers and Lenders (including Bank of America, N.A.) under the Credit Agreement as amended by the First Amendment, a consent fee equal or to the product of 0.05% times the aggregate principal amount of such Lender’s existing “Revolving Commitments” under the Credit Agreement solely to the extent that such Lender has provided an executed signature to this First Amendment on or prior to April 28, 2020. All fees described in this clause (i) shall be payable in full upon the First Amendment Effective Date (and will only be due if such date occurscounsel). This First Amendment and the amendments to the Credit Agreement set forth in Section 2 hereof shall be effective on the date (the “First Amendment Effective Date”) on which all of the foregoing conditions are satisfiedsatisfied (such conditions to be satisfied no later than March 19, 2014).

Effectiveness of this First Amendment. This First Amendment and the amendments to the Credit Agreement set forth in Section 2 hereof) shall be effective only if and whenon the date (the “Effective Date”) on which all of the following conditions are satisfied or waived: (a) the Borrower, the other Loan Credit Parties, the L/C Issuers Administrative Agent and the Lenders each Lender who has consented hereto (constituting collectively the Required Lenders and the Required Revolving Lenders) have delivered their fully executed signature pages hereto to the Administrative Agent; (b) at such time that this First Amendment becomes effective, all Revolving Loans and Revolving Commitments are held by Revolving Lenders who have consented to this First Amendment with respect to their entire respective Revolving Loans and Revolving Commitments at such time, whether pursuant hereto or in accordance with assignments made in accordance with Section 13.04(b)(A) of the Credit Agreement; (c) (i) no Default or Event of Default shall have occurred and be continuing, (ii) each of the representations and warranties contained in Section 3 of this First Amendment shall be true and correct in all material respects; and (ciii) after giving effect to this First Amendment, no event has occurred and is continuing or will result from the execution and delivery of this First Amendment or the performance by the Borrower and the other Loan Parties of their obligations hereunder that would constitute a Default or an Event of Default; (d) the Administrative Agent shall have received a certificate signed by a Responsible Officer an Officer’s Certificate of Borrower, dated the Effective Date, certifying that the conditions specified set forth in Sections 4(bthis clause (c) and 4(c) of this First Amendment have been satisfied; (ed) the Administrative Agent shall have receivedreceived copies of the Organizational Documents of Borrower and evidence of all corporate or other applicable authority for Borrower (including resolutions or written consents and incumbency certificates) with respect to the execution, delivery and performance of the First Amendment, certified as of the Effective Date as complete and correct copies thereof by a Responsible Officer of Borrower (or the member or manager or general partner of Borrower); (e) Administrative Agent shall have received the following opinions, each of which shall be addressed to Administrative Agent, Collateral Agent and the Lenders, dated the Effective Date and covering such matters as Administrative Agent shall reasonably request in a manner customary for transactions of this type: (i) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower and each Pledgor as the Administrative Agent may require evidencing the identity, authority and capacity of each such Responsible Officer authorized to act on behalf of each Pledgor in connection with this First Amendment, the Pledge Agreement and the other Loan Documents; and (ii) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower and each Pledgor is duly organized or formed, validly existing, in good standing and qualified to engage in business in its jurisdiction of organization; (iii) the Pledge Agreement duly executed by each Pledgor, together with: (A) certificates or other instruments representing the Pledged Equity (as defined in the Pledge Agreement) be in suitable form for transfer by delivery or, as applicable, shall be accompanied by each Pledgor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Administrative Agent, and (B) financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary in order to perfect the Liens created under the Pledge Agreement; (iv) a favorable an opinion of Milbank LLP, special New York counsel to the Borrower and the Pledgors, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, special Nevada corporate and gaming counsel to the Borrower and the Pledgors, ▇▇▇▇▇▇ Snow LLP, special Mississippi counsel to the Pledgors, and Fox Rothschild LLP, special New Jersey corporate and gaming counsel to the Pledgors in each case addressed to the Administrative Agent and each Lender, reasonably satisfactory to the Administrative AgentBorrower; and (vii) a certificate executed by a financial or accounting officer an opinion of the Company setting forth the aggregate amount of the obligations that may be secured by Liens as of the First Amendment Effective Date pursuant local counsel to Section 5.1(c) of the indenture governing the Company’s 7.750% senior unsecured notes due 2022 and the similar provisions contained Borrower in the Company’s other indentures governing its other senior unsecured notes, which certificate shall include a calculation State of the Company’s Consolidated Net Tangible Assets (as defined in such indenture or such other indentures)Kentucky; (f) On or prior to the Lenders Effective Date, Administrative Agent and each Lender party hereto shall have received at least three (3) Business Days prior to the First Amendment Effective Date all outstanding documentation and other information about the Loan Parties reasonably requested in writing by them at least ten (10) Business Days prior to the First Amendment Effective Date in order to comply with by Administrative Agent and such Lender, as applicable, that Administrative Agent and such Lender, as applicable, reasonably determine is required by regulatory authorities from the Credit Parties under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act andAct; (g) No later than three (3) Business Days prior to the Effective Date, if to the extent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Regulation; (g) the Borrower shall have paid all Attorney Costs of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) Regulation and to the extent invoiced requested by Administrative Agent or any Lender at least three ten (10) Business Days prior to the First Amendment Effective Date, Administrative Agent and each such Lender, as applicable, shall have received a Beneficial Ownership Certification in relation to Borrower; (h) the Borrower Administrative Agent shall have paid all fees obtained (i) a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Mortgaged Real Property and expenses owed to the Administrative Agent if such Mortgaged Real Property is located in a special flood hazard area, a notice about special flood hazard area status and flood disaster assistance duly executed by Borrower and the BofA Arranger (applicable Credit Party relating thereto together with evidence of insurance as defined belowrequired pursuant to Section 9.02(c) due and owing through and including of the First Amendment Effective Date to the Administrative Agent and the BofA Arranger to the extent invoiced at least 3 Business Days prior to the First Amendment Effective Date; andCredit Agreement; (i) the Borrower shall have paid to the Administrative Agent, for the account of each Revolving Lender (including Bank of America, N.A.) under the Credit Agreement as amended by the First Amendmentparty hereto, a consent fee in an amount equal to the product sum of 0.05(i) 0.075% times the aggregate principal amount of such Revolving Lender’s existing “Revolving Commitments” under Commitments on the Credit Agreement solely Effective Date plus (ii) 0.075% of the amount by which such Revolving Lender’s Revolving Commitments on the Effective Date exceed such Revolving Lender’s Revolving Commitments immediately prior to the Effective Date; and (j) to the extent that such Lender has provided an executed signature invoiced at least two (2) Business Days prior to the Effective Date (unless otherwise agreed by Borrower), all costs, fees and expenses (including, without limitation, reasonable legal fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) of Administrative Agent and JPMorgan Chase Bank, N.A. required to be paid by this First Amendment on or prior to April 28by that certain Engagement Letter, dated as of March 10, 2020. All fees described , between Borrower and JPMorgan Chase Bank, N.A., in this clause (i) each case, payable to Administrative Agent and/or JPMorgan Chase Bank, N.A. in respect of the transactions contemplated herein, shall be payable in full upon the First Amendment Effective Date (and will only be due if such date occurs). This First Amendment and the amendments have been paid to the Credit Agreement set forth in Section 2 hereof shall be effective on the date (the “First Amendment Effective Date”) on which all of the foregoing conditions are satisfiedextent due.

Effectiveness of this First Amendment. This First Amendment and the amendments to the Credit Agreement set forth in Section 2 hereof) shall be become effective only if and when: (a) the Borrower, the other Loan Parties, the L/C Issuers and the Lenders constituting the Required Lenders have delivered their fully executed signature pages hereto to the Administrative Agent; (b) each as of the representations date hereof when, and warranties contained in Section 3 of this First Amendment shall be true and correct in all material respects; (c) after giving effect to this First Amendmentonly when, no event has occurred and is continuing or will result from the execution and delivery of this First Amendment or the performance by the Borrower and the other Loan Parties of their obligations hereunder that would constitute a Default or an Event of Default; (d) the Administrative Agent Bank shall have received a certificate signed by a Responsible Officer certifying that the conditions specified in Sections 4(b) and 4(c) of this First Amendment have been satisfied; (e) the Administrative Agent shall have received: (i) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers all of the Borrower and each Pledgor as the Administrative Agent may require evidencing the identityfollowing, authority and capacity of each such Responsible Officer authorized to act on behalf of each Pledgor in connection with this First Amendment, the Pledge Agreement and the other Loan Documents; and (ii) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower and each Pledgor is duly organized or formed, validly existing, in good standing and qualified to engage in business in its jurisdiction of organization; (iii) the Pledge Agreement duly executed by each Pledgor, together with: (A) certificates or other instruments representing the Pledged Equity (as defined in the Pledge Agreement) be in suitable form for transfer by delivery or, as applicable, shall be accompanied by each Pledgor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Administrative Agent, andBank: (Ba) financing statements in form appropriate for filing under the Uniform Commercial Code A counterpart of all jurisdictions that the Administrative Agent may deem necessary in order to perfect the Liens created under the Pledge Agreementthis First Amendment, duly executed by Borrower and acknowledged by Angeles Acquisition Corp., as guarantor, where indicated hereinbelow; (ivb) a favorable opinion of Milbank LLP, special New York counsel A principal payment in an amount not less than the amount sufficient to repay in full the overadvance under the Borrowing Base Loan outstanding immediately prior to the date of this Agreement, which payment shall be promptly applied by Bank to repay in full such overadvance; (c) A new Continuing Guaranty, on Bank's standard form therefor, duly executed by Consolidated Capital of North America, Inc. ("Consolidated"), whereby Consolidated shall unconditionally guarantee the Obligations of Borrower under and the Pledgorsas defined therein; provided, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇however, LLPthat Consolidated's liability thereunder for principal (excluding accrued interest and Bank's expenses) shall not exceed Four Million Dollars ($4,000,000); (d) An Alternative Dispute Resolution Agreement, special Nevada corporate and gaming counsel on Bank's standard form therefor, relating to the Borrower determination of claims and controversies under the Pledgorsnew Continuing Guaranty, ▇▇▇▇▇▇ Snow LLPduly executed by Consolidated; (e) An Authorization to Obtain Credit, special Mississippi counsel Grant Security, Guarantee or Subordinate, on Bank's standard form therefor, attesting to the Pledgors, and Fox Rothschild LLP, special New Jersey corporate and gaming counsel to the Pledgors in each case addressed to the Administrative Agent and each Lender, reasonably satisfactory to the Administrative Agent; and (v) a certificate executed by a financial or accounting officer resolution of the Company setting forth board of directors of Consolidated authorizing the aggregate amount execution and delivery of the obligations that may be secured by Liens as of the First Amendment Effective Date pursuant to Section 5.1(cnew Continuing Guaranty described in subparagraph (c) of the indenture governing the Company’s 7.750% senior unsecured notes due 2022 and the similar provisions contained in the Company’s other indentures governing its other senior unsecured notes, which certificate shall include a calculation of the Company’s Consolidated Net Tangible Assets (as defined in such indenture or such other indentures)hereinabove; (f) Borrower's accounts receivable balance for the Lenders shall have received at least three (3) Business Days prior week ending on such date, and Borrower agrees to the First Amendment Effective Date all outstanding documentation furnish same on a weekly basis until June 30, 1997, and other information about the Loan Parties reasonably requested in writing by them at least ten (10) Business Days prior to the First Amendment Effective Date in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and, if the Borrower qualifies as on a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Regulationdaily basis thereafter; (g) A Subordination Agreement on Bank's standard form therefor (the Borrower shall have paid all Attorney Costs "Subordination Agreement"), duly executed by Stone Pine Colorado, LLC, Consolidated Capital of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least three Business Days prior to the First Amendment Effective Date; (h) the Borrower shall have paid all fees and expenses owed to the Administrative Agent and the BofA Arranger (as defined below) due and owing through and including the First Amendment Effective Date to the Administrative Agent and the BofA Arranger to the extent invoiced at least 3 Business Days prior to the First Amendment Effective Date; and (i) the Borrower shall have paid to the Administrative Agent, for the account of each Lender (including Bank of North America, N.A.) under Inc. and ERB ▇▇▇uisition Group, LLC (collectively, "Subordinating Creditors"), as subordinating creditors, in favor of Bank, pursuant to which Subordinating Creditors shall unconditionally subordinate the Credit Agreement as amended by the First Amendment, a consent fee equal to the product of 0.05% times the aggregate principal amount of such Lender’s existing “Revolving Commitments” under the Credit Agreement solely to the extent that such Lender has provided an executed signature to this First Amendment on or prior to April 28, 2020. All fees described in this clause (i) shall be payable in full upon the First Amendment Effective Date (and will only be due if such date occurs). This First Amendment and the amendments to the Credit Agreement set forth in Section 2 hereof shall be effective on the date (the “First Amendment Effective Date”) on which all of the foregoing conditions are satisfied.obligations owing by

Effectiveness of this First Amendment. This First Amendment and the amendments to the Credit Agreement set forth in Section 2 hereof) shall be effective only if and when: (a) the Administrative Agent shall have received counterparts of this First Amendment executed by the Tribe, the Borrower, the other Loan Parties, each Lender party to this First Amendment (which Lenders, taken together, constitute the (i) Required Revolving Lenders with respect to the Revolving Credit Facility, (ii) Required Term Lenders with respect to the Term B Facility and (iii) Required Term Lenders with respect to the Term A Facility, in each case immediately prior to giving effect to any assignments pursuant to Section 12.16 of the Credit Agreement in connection with this First Amendment), the L/C Issuers Issuer, the Swingline Issuer and the Lenders constituting the Required Lenders have delivered their fully executed signature pages hereto to the Administrative Agent; (b) each of the representations and warranties contained in Section 3 and Section 4 of this First Amendment shall be true and correct in all material respects; provided, that, to the extent that such representations or warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates; (c) after giving effect to this First Amendment, no event has occurred and is continuing or will result from the execution and delivery of this First Amendment or the performance by the Borrower and the other Loan Parties of their obligations hereunder that would constitute a Default or an Event of Default; (d) the Administrative Agent shall have received a certificate signed by a Responsible Officer certifying that the conditions specified in Sections 4(b) and 4(c) of this First Amendment have been satisfied; (e) the Administrative Agent shall have received: (i) , executed by a Responsible Officer or other authorized signatory of the Tribe and each signing Loan Party that is party hereto and in form and substance reasonably satisfactory to the Administrative Agent, such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower Tribe and each Pledgor Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each such Responsible Officer or other authorized signatory thereof authorized to act as a Responsible Officer and/or execute documents in connection with this First Amendment and the other Loan Documents to which the Tribe or such Loan Party is a party or is to be a party on behalf the Effective Date (which may include certificates in form and substance reasonably satisfactory to the Administrative Agent to the effect that there has been no change to the applicable resolutions and/or incumbency certificates delivered by such Loan Party on the Closing Date); (d) at such time that this First Amendment becomes effective, (i) all Term A Loans are held by Term A Lenders who have consented to this First Amendment with respect to their entire respective Term A Loans at such time, (ii) all Term B Loans are held by Term B Lenders who have consented to this First Amendment with respect to their entire respective Term B Loans at such time, (iii) all Revolving Loans and Revolving Commitments are held by Revolving Lenders who have consented to this First Amendment with respect to their entire respective Revolving Loans and Revolving Commitments at such time, (iv) each L/C Issuer has consented to this First Amendment, (v) each Swingline Lender has consented to this First Amendment and (vi) each Lender party to this First Amendment holding Loans and/or Commitments that were assigned to such Lender pursuant to Section 12.16 of the Credit Agreement in connection with this First Amendment has assumed such Loans and/or Commitments pursuant to a valid and effective assignment in accordance with Section 12.16 of the Credit Agreement; (e) the Administrative Agent shall have received for the account of each Pledgor Lender that holds Term A Loans, Term B Loans or Revolving Commitments on the Effective Date after giving effect to all assignments conducted pursuant to Section 12.16 of the Credit Agreement in connection with this First Amendment, the Pledge Agreement and the other Loan Documents; and (ii) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower and each Pledgor is duly organized or formed, validly existing, in good standing and qualified to engage in business in its jurisdiction of organization; (iii) the Pledge Agreement duly executed by each Pledgor, together with: (A) certificates or other instruments representing the Pledged Equity (as defined a cash fee in the Pledge Agreement) be in suitable form for transfer by delivery or, as applicable, shall be accompanied by each Pledgor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Administrative Agent, and (B) financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary in order to perfect the Liens created under the Pledge Agreement; (iv) a favorable opinion of Milbank LLP, special New York counsel to the Borrower and the Pledgors, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, special Nevada corporate and gaming counsel to the Borrower and the Pledgors, ▇▇▇▇▇▇ Snow LLP, special Mississippi counsel to the Pledgors, and Fox Rothschild LLP, special New Jersey corporate and gaming counsel to the Pledgors in each case addressed to the Administrative Agent and each Lender, reasonably satisfactory to the Administrative Agent; and (v) a certificate executed by a financial or accounting officer of the Company setting forth the aggregate amount of the obligations that may be secured by Liens as 0.125% of the First Amendment Effective Date pursuant to Section 5.1(c) of the indenture governing the Companysuch Lender’s 7.750% senior unsecured notes due 2022 aggregate Term A Loans, Term B Loans and the similar provisions contained in the Company’s other indentures governing its other senior unsecured notes, which certificate shall include a calculation of the Company’s Consolidated Net Tangible Assets (as defined in Revolving Commitments outstanding on such indenture or such other indentures)date; (f) the Lenders shall have received at least three (3) Business Days prior to the First Amendment Effective Date all outstanding documentation and other information about the Loan Parties reasonably requested in writing by them at least ten (10) Business Days prior to the First Amendment Effective Date in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Regulation; (g) the Borrower shall have paid all Attorney Costs fees and expenses (but not, for the avoidance of doubt, interest) owed to the Administrative Agent and the Lenders accrued through and including the Effective Date to such Administrative Agent and Lenders to the extent invoiced at least three Business Days prior to the Effective Date; and (g) unless waived by the Administrative Agent, the Borrower shall have paid all fees and expenses of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least three Business Days prior to the First Amendment Effective Date; (h) the Borrower shall have paid all fees and expenses owed to the Administrative Agent and the BofA Arranger (as defined below) due and owing through and including the First Amendment Effective Date to the Administrative Agent and the BofA Arranger to the extent invoiced at least 3 Business Days prior to the First Amendment Effective Date; and (i) the Borrower shall have paid to the Administrative Agent, for the account of each Lender (including Bank of America, N.A.) under the Credit Agreement as amended by the First Amendment, a consent fee equal to the product of 0.05% times the aggregate principal amount of such Lender’s existing “Revolving Commitments” under the Credit Agreement solely to the extent that such Lender has provided an executed signature to this First Amendment on or prior to April 28, 2020. All fees described in this clause (i) shall be payable in full upon the First Amendment Effective Date (and will only be due if such date occurs). This First Amendment and the amendments to the Credit Agreement set forth in Section 2 hereof shall be effective on the date (the “First Amendment Effective Date”) on which all of the foregoing conditions are satisfied.

Effectiveness of this First Amendment. This First Amendment and the amendments to the Credit Agreement set forth in Section 2 hereof) shall be effective only if and when: (a) the Borrower, the other Loan Station Parties, the L/C Issuers and the Lenders each Lender who has consented hereto (constituting collectively the Required Lenders Lenders) have delivered their fully executed signature pages hereto to the Administrative Agent; (b) each of the representations and warranties contained in Section 3 of this First Amendment shall be true and correct in all material respects; (c) after giving effect to this First Amendment, no event has occurred and is continuing or will result from the execution and delivery of this First Amendment or the performance by the Borrower and the other Loan Parties of their obligations hereunder that would constitute a Default or an Event of Default; (d) the Administrative Agent shall have received a certificate signed by a Responsible Officer certifying that the conditions specified in Sections 4(b) and 4(c) of this First Amendment have been satisfied; (e) the Administrative Agent shall have received: (i) , executed by a Responsible Officer or other authorized signatory of the signing Credit Party that is party thereto and in form and substance reasonably satisfactory to the Administrative Agent, such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower and each Pledgor Credit Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each such Responsible Officer or other authorized signatory thereof authorized to act on behalf of each Pledgor as a Responsible Officer and/or execute documents in connection with this First Amendment, the Pledge Agreement Amendment and the other Loan Documents; and (ii) Credit Documents to which such documents and certifications as Credit Party is a party or is to be a party on the Administrative Agent may reasonably require to evidence that the Borrower and each Pledgor is duly organized or formed, validly existing, in good standing and qualified to engage in business in its jurisdiction of organizationEffective Date; (iiid) the Pledge Agreement duly executed by each Pledgor, together with: (A) certificates or other instruments representing the Pledged Equity (as defined in the Pledge Agreement) be in suitable form for transfer by delivery or, as applicable, shall be accompanied by each Pledgor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blankat such time that this First Amendment becomes effective, all in form and substance satisfactory Term B Facility Loans are held by Term B Facility Lenders who have consented to Administrative Agent, and (B) financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary in order this First Amendment with respect to perfect the Liens created under the Pledge Agreementtheir entire respective Term B Facility Loans at such time; (iv) a favorable opinion of Milbank LLP, special New York counsel to the Borrower and the Pledgors, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, special Nevada corporate and gaming counsel to the Borrower and the Pledgors, ▇▇▇▇▇▇ Snow LLP, special Mississippi counsel to the Pledgors, and Fox Rothschild LLP, special New Jersey corporate and gaming counsel to the Pledgors in each case addressed to the Administrative Agent and each Lender, reasonably satisfactory to the Administrative Agent; and (v) a certificate executed by a financial or accounting officer of the Company setting forth the aggregate amount of the obligations that may be secured by Liens as of the First Amendment Effective Date pursuant to Section 5.1(c) of the indenture governing the Company’s 7.750% senior unsecured notes due 2022 and the similar provisions contained in the Company’s other indentures governing its other senior unsecured notes, which certificate shall include a calculation of the Company’s Consolidated Net Tangible Assets (as defined in such indenture or such other indentures); (f) the Lenders shall have received at least three (3) Business Days prior to the First Amendment Effective Date all outstanding documentation and other information about the Loan Parties reasonably requested in writing by them at least ten (10) Business Days prior to the First Amendment Effective Date in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Regulation; (ge) the Borrower shall have paid all Attorney Costs of counsel to the Administrative Agent (directly Agent, for the ratable account of each Lender with outstanding Term B Facility Loans, a fee in an amount equal to such counsel if requested by 1.0% of the Administrative Agentaggregate principal amount of all Term B Facility Loans pursuant to Sections 2.05(c) to and 2.09(c) of the extent invoiced at least three Business Days prior to the First Amendment Effective DateCredit Agreement; (hf) the Borrower shall have paid all fees and expenses owed to the Administrative Agent Agent, the First Amendment Arrangers and the BofA Arranger (as defined below) due and owing Lenders accrued through and including the Effective Date to such Administrative Agent, First Amendment Effective Date Arrangers and Lenders; and (g) unless waived by the Administrative Agent, the Borrower shall have paid all fees and expenses of counsel to the Administrative Agent and counsel to the BofA Arranger First Amendment Arrangers (in each case, directly to such counsel if requested by the Administrative Agent or First Amendment Arrangers, as applicable) to the extent invoiced at least 3 three Business Days prior to the First Amendment Effective Date; and (i) the Borrower shall have paid to the Administrative Agent, for the account of each Lender (including Bank of America, N.A.) under the Credit Agreement as amended by the First Amendment, a consent fee equal to the product of 0.05% times the aggregate principal amount of such Lender’s existing “Revolving Commitments” under the Credit Agreement solely to the extent that such Lender has provided an executed signature to this First Amendment on or prior to April 28, 2020. All fees described in this clause (i) shall be payable in full upon the First Amendment Effective Date (and will only be due if such date occurs). This First Amendment and the amendments to the Credit Agreement set forth in Section 2 hereof shall be effective on the date (the “First Amendment Effective Date”) on which all of the foregoing conditions are satisfiedsatisfied (such conditions to be satisfied no later than January 31, 2017).