Effectiveness of this Second Amendment. This Second Amendment shall be effective only if and when: (a) the Borrower, the other Station Parties, and each Lender who has consented hereto, which shall constitute the Required Pro Rata 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 Second Amendment shall be true and correct in all material respects; (c) the Administrative Agent shall have received, 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 each Credit Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer or other authorized signatory thereof authorized to act as a Responsible Officer and/or execute documents in connection with this Second Amendment and the other Credit Documents to which such Credit Party is a party or is to be a party on the Effective Date; (d) at such time that this Second Amendment becomes effective, (i) all Swingline Loans and Swingline Commitments are held by Swingline Lenders who have consented to this Second Amendment with respect to their entire respective Swingline Loans and Swingline Commitments at such time) and (ii) all L/C Commitments are held by L/C Lenders who have consented to this Second Amendment with respect to their entire respective L/C Liability and L/C Commitments at such time); (e) the Borrower shall have paid all fees and expenses owed to the Administrative Agent and the Lenders accrued through and including the Effective Date to such Administrative Agent and Lenders; and (f) unless waived by the Administrative Agent, the Borrower shall have paid all reasonable 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 Effective Date. This Second Amendment shall be effective on the date (the “Effective Date”) on which all of the foregoing conditions are satisfied.
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Effectiveness of this Second Amendment. This Second 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 Station Loan Parties, the L/C Issuers and each Lender who has consented hereto, which shall constitute the Lenders constituting the Required Pro Rata 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 Second Amendment shall be true and correct in all material respects;
(c) after giving effect to this Second Amendment, no event has occurred and is continuing or will result from the execution and delivery of this Second 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, executed received a certificate signed by a Responsible Officer or other authorized signatory certifying that the conditions specified in Sections 4(b) and 4(c) 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 each Credit Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer or other authorized signatory thereof authorized to act as a Responsible Officer and/or execute documents in connection with this Second Amendment and the other Credit Documents to which such Credit Party is a party or is to be a party on the Effective Date;
(d) at such time that this Second Amendment becomes effective, (i) all Swingline Loans and Swingline Commitments are held by Swingline Lenders who have consented to this Second Amendment with respect to their entire respective Swingline Loans and Swingline Commitments at such time) and (ii) all L/C Commitments are held by L/C Lenders who have consented to this Second Amendment with respect to their entire respective L/C Liability and L/C Commitments at such time)been satisfied;
(e) [reserved];
(f) the Lenders shall have received at least three (3) Business Days prior to the Second 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 Second 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 fees and expenses owed to the Administrative Agent and the Lenders accrued through and including the Effective Date to such Administrative Agent and Lenders; and
(f) unless waived by the Administrative Agent, the Borrower shall have paid all reasonable fees and expenses 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 Second Amendment Effective Date;
(h) the Borrower shall have paid all fees and expenses owed to the Administrative Agent and the Second Amendment Arranger (as defined below) due and owing through and including the Second Amendment Effective Date to the Administrative Agent and the BofA Arranger to the extent invoiced at least 3 Business Days prior to the Second 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 Second 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 Second Amendment on or prior to February 24, 2021. All fees described in this clause (i) shall be payable in full upon the Second Amendment Effective Date (and will only be due if such date occurs). This Second Amendment and the amendments to the Credit Agreement set forth in Section 2 hereof shall be effective on the date (the “Second Amendment Effective Date”) on which all of the foregoing conditions are satisfied.
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Effectiveness of this Second Amendment. This Second Amendment and the amendments to the Credit Agreement set forth in Section 3 hereof shall be effective only if and when:
(a) the Borrower, the other Station Loan Parties, each L/C Issuer, the Revolving Lenders party hereto that hold Original Revolving Commitments (as defined below) as of immediately prior to the Second Amendment Effective Date, and each Lender who has consented heretothe Second Amendment Increase Revolving Lenders (which such Revolving Lenders and Second Amendment Increase Revolving Lenders, which shall after giving effect to the Second Amendment Increase Revolving Commitments, constitute the Required Pro Rata Lenders), have delivered their fully executed signature pages hereto to the Administrative Agent;
(b) each of the representations and warranties contained in Section 3 4 of this Second Amendment shall be true and correct in all material respects;
(c) after giving effect to this Second Amendment, no event has occurred and is continuing or will result from the execution and delivery of this Second 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, 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, :
(i) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Credit 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 on behalf of each Loan Party in connection with this Second Amendment and the other Credit Documents to which such Credit Party is a party or is to be a party on the Effective DateLoan Documents;
(dii) at such time documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in its jurisdiction of organization;
(iii) a favorable opinion of each of Milbank LLP, special New York counsel to the Loan Parties, ▇▇▇▇▇▇ Snow LLP, special Nevada corporate and gaming counsel to the Loan Parties, ▇▇▇▇▇▇ Snow LLP, special Mississippi counsel to the Loan Parties, Fox Rothschild LLP, special New Jersey corporate and gaming counsel to the Loan Parties and Ice ▇▇▇▇▇▇ LLP special Ohio counsel to the Loan Parties, each addressed to the Administrative Agent and each Lender, reasonably satisfactory to the Administrative Agent;
(iv) a certificate signed by a Responsible Officer certifying that the conditions specified in Sections 5(b) and 5(c) of this Second Amendment becomes effective, have been satisfied; and
(iv) all Swingline Loans the results of confirmatory searches of the UCC filings and Swingline Commitments are held by Swingline of such tax and judgment lien searches for the Borrower and each Pledgor.
(e) the Lenders who shall have consented received at least three (3) Business Days prior to this the Second Amendment with respect 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 their entire respective Swingline Loans and Swingline Commitments at such time) and (ii) all L/C Commitments are held by L/C Lenders who have consented to this the Second Amendment Effective Date in order to comply with respect to their entire respective L/C Liability applicable “know your customer” and L/C Commitments at such time)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;
(ef) the Borrower shall have paid all fees and expenses owed to the Administrative Agent and the Lenders accrued BofA Arranger (as defined below) due and owing through and including the Second Amendment Effective Date to such the Administrative Agent and Lenders; andthe BofA Arranger to the extent invoiced at least 3 Business Days prior to the Effective Date;
(fg) unless waived by the Administrative Agent, the Borrower shall have paid all reasonable fees and expenses 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 Second Amendment Effective Date;
(h) the Borrower shall have paid to the Administrative Agent, for the account of the applicable Lenders on the Second Amendment Effective Date, all accrued and unpaid interest and fees under the Revolving Facility outstanding immediately prior to the Second Amendment Effective Date; and
(i) the Borrower shall have paid to the Administrative Agent, for the account of (A) the BofA Arranger and each other Joint Lead Arranger and (B) each Lender (including Bank of America, N.A.), in each case, the fees required to be paid in accordance with that certain fee letter, dated as of January 10, 2024, by and between the Borrower and the BofA Arranger. This Second Amendment and the amendments to the Credit Agreement set forth in Section 3 hereof shall be effective on the date (the “Second Amendment Effective Date”) on which all of the foregoing conditions are satisfied.
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