Common use of Conditions, Effectiveness Clause in Contracts

Conditions, Effectiveness. The effectiveness of this Amendment ------------------------- shall be subject to the conditions precedent that: (a) The Administrative Agent shall have received counterparts of this Amendment executed by the Tribe and Borrower; (b) The Borrower shall have executed an Amendment to the Leasehold Mortgage, in form and substance acceptable to the Administrative Agent, to increase the amount secured by the Leasehold Mortgage to the amount of the Commitment (as increased concurrently with the effectiveness of this Amendment); (c) The Title Company shall have issued, or shall concurrently issue, an endorsement to the policy of title insurance issued pursuant to Section 9.1 of the Loan Agreement increasing the amount of the insurance provided thereby to $500,000,000 and insuring the continued priority and perfection of the Lien of the Leasehold Mortgage, and arrangements for additional re- insurance acceptable to the Administrative Agent shall have been made; (d) The Tribe and the Borrower shall have delivered to the Administrative Agent a copy of a resolution or resolutions passed by the Tribal Council and by the Management Board, certified by the Secretary or an Assistant Secretary of Borrower as being in full force and effect on the date hereof, authorizing the execution, delivery and performance of this Amendment and the other instruments, documents and agreements contemplated hereby; (e) The Administrative Agent shall have received written consents hereto from the Requisite Lenders substantially in the form of Exhibit A hereto; (f) Borrower shall have paid to the Administrative Agent, for the account of each Lender which has consented hereto, a fee equal to 7.5 basis points times the Pro Rata Share of the Commitment (as in effect prior to ----- this Amendment) held by that Lender;

Conditions, Effectiveness. The effectiveness This Amendment shall become effective as of this the date (the “Amendment ------------------------- Effective Date”) on which each of the following conditions shall be subject to the conditions precedent thathave been satisfied: (a) The Administrative Agent Lender shall have received counterparts of this Amendment duly executed by and delivered on behalf of the Tribe Borrower and Borrower;each Guarantor. (b) the Borrower and each Guarantor shall have delivered evidence that the process agent, National Registered Agents Inc., with offices currently located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, shall have accepted appointment to receive service of process on the Borrower and such Guarantor, in form and substance reasonably satisfactory to the Lender up to a date six months after the Maturity Date (as amended hereby). (c) The Borrower shall have executed an paid on or before the Amendment Effective Date all fees and other amounts due and payable by the Borrower to the Leasehold Mortgage, Lender (including fees and expenses of counsel to lender) in form and substance acceptable accordance with the Credit Agreement (as amended hereby) to the Administrative Agent, to increase the amount secured by the Leasehold Mortgage extent invoiced to the amount of the Commitment (as increased concurrently with the effectiveness of this Amendment); (c) The Title Company shall have issued, or shall concurrently issue, an endorsement Borrower prior to the policy of title insurance issued pursuant to Section 9.1 of the Loan Agreement increasing the amount of the insurance provided thereby to $500,000,000 and insuring the continued priority and perfection of the Lien of the Leasehold Mortgage, and arrangements for additional re- insurance acceptable to the Administrative Agent shall have been made;Amendment Effective Date. (d) The Tribe All consents, licenses and the Borrower shall have delivered to the Administrative Agent a copy of a resolution or resolutions passed by the Tribal Council and by the Management Board, certified by the Secretary or an Assistant Secretary of Borrower as being approvals required in full force and effect on the date hereof, authorizing connection with the execution, delivery and performance by the Loan Parties of this Amendment and shall have been received by the other instruments, documents and agreements contemplated hereby;Loan Parties. (e) The Administrative Agent shall have received written consents hereto from Upon the Requisite Lenders substantially in reasonable request of the form of Exhibit A hereto; (f) Lender prior to the Amendment Effective Date, the Borrower shall have paid provided Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least three days prior to the Administrative Agent, for the account of each Lender which has consented hereto, a fee equal to 7.5 basis points times the Pro Rata Share of the Commitment Amendment Effective Date. (as in effect a) At least three days prior to ----- this Amendment) held by that Lender;the Amendment Effective Date, if Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall deliver a Beneficial Ownership Certification.

Conditions, Effectiveness. The effectiveness (a) This Amendment (other than the amendments set forth in Sections 2.1, 2.3, 2.4 and 2.5 above) shall become effective as of this the date first written above (the “Amendment ------------------------- shall be subject to Effective Date”) upon satisfaction of each of the conditions precedent thatfollowing conditions: (ai) The Administrative Agent shall have received counterparts a Consent of Lender in the form of Exhibit B executed by the Required Lenders. (ii) All consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower of this Amendment executed shall have been received by the Tribe and Borrower;. (iii) The Administrative Agent shall have received an affirmation letter substantially in the form of Exhibit A from each of the Guarantors. (b) The Borrower amendments set forth in Sections 2.1, 2.3, 2.4 and 2.5 above shall have executed an Amendment to the Leasehold Mortgage, in form and substance acceptable to the Administrative Agent, to increase the amount secured by the Leasehold Mortgage to the amount become effective as of the Commitment (as increased concurrently with Amendment Effective Date upon satisfaction of each of the effectiveness of this Amendment);following conditions: (ci) The Title Company Each Term B Lender that shall not have issued, or shall concurrently issue, an endorsement to the policy of title insurance issued pursuant to Section 9.1 of the Loan Agreement increasing the amount of the insurance provided thereby to $500,000,000 and insuring the continued priority and perfection of the Lien of the Leasehold Mortgage, and arrangements for additional re- insurance acceptable delivered to the Administrative Agent a Consent of Lender in the form of Exhibit B shall have been made; (d) The Tribe and replaced by the Borrower pursuant to Section 11.13 of the Credit Agreement and each such replacement Lender shall have delivered to the Administrative Agent a copy Consent of a resolution or resolutions passed by the Tribal Council and by the Management Board, certified by the Secretary or an Assistant Secretary of Borrower as being in full force and effect on the date hereof, authorizing the execution, delivery and performance of this Amendment and the other instruments, documents and agreements contemplated hereby; (e) The Administrative Agent shall have received written consents hereto from the Requisite Lenders substantially Lender in the form of Exhibit A hereto;B; provided, that the assignment fee referred to in Section 11.06(b) of the Credit Agreement shall not be payable (and is hereby waived by the Administrative Agent) in connection with any such replacement in connection with this Amendment. (fii) The Borrower shall have paid (x) to each Term B Lender that has been replaced pursuant to clause (b)(i) above a fee in an amount equal to 1.00% of the principal amount of Term B Loans assigned pursuant to such replacement (which fee shall be in lieu of any premium otherwise payable under the second proviso of Section 2.05(a)) and (y) to each Term B Lender that shall have delivered to the Administrative AgentAgent a Consent of Lender in the form of Exhibit B, for the account of each Lender which has consented hereto, a an amendment fee in an amount equal to 7.5 basis points times the Pro Rata Share 1.00% of the Commitment principal amount of such Term B Lender’s Term B Loan (as provided that no such amendment fee shall be payable to any Term B Lender that replaced a Non-Consenting Lender pursuant to Section 11.13 of the Credit Agreement in effect prior to ----- this Amendment) held by that Lender;respect of the principal amount of Term B Loans so replaced).

Conditions, Effectiveness. The effectiveness of this Amendment ------------------------- shall be subject to the conditions precedent that: (a) The Administrative Agent shall have received counterparts of this Amendment executed by the Tribe and Borrower; (b) The Borrower shall have executed an Amendment to the Leasehold Mortgage, in form and substance acceptable to the Administrative Agent, to increase the amount secured by the Leasehold Mortgage to the amount of the Commitment (as increased concurrently with the effectiveness of this Amendment); (c) The Title Company shall have issued, or shall concurrently issue, an endorsement to the policy of title insurance issued pursuant to Section 9.1 of the Loan Agreement increasing the amount of the insurance provided thereby to $500,000,000 and insuring the continued priority and perfection of the Lien of the Leasehold Mortgage, and arrangements for additional re- insurance acceptable to the Administrative Agent shall have been made; (d) The Tribe and the Borrower shall have delivered to the Administrative Agent a copy of a resolution or resolutions passed by the Tribal Council and by the Management BoardBoard of Directors of Borrower, certified by the Secretary or an Assistant Secretary of Borrower as being in full force and effect on the date hereof, authorizing the execution, delivery and performance of this Amendment and Amendment; (c) The Administrative Agent shall have received written consents hereto from all of the other instruments, documents and agreements contemplated herebyLenders substantially in the form of Exhibit C hereto; (d) The Administrative Agent shall have received written consents hereto from all of the Guarantors substantially in the form of Exhibit E hereto; (e) The Administrative Agent shall have received written consents hereto from an amendment to that certain Guaranty (the Requisite "Anchor Guaranty") dated as of June 15, 2000 executed by Borrower in favor of Bank of America, N.A., as Administrative Agent for the benefit of the Lenders that are party to that certain Loan Agreement dated as of June 15, 2000 among The Pala Band of Mission Indians, a federally recognized Indian tribe, the Lenders therein named and Bank of America, N.A., as Administrative Agent for such Lenders, executed by Borrower substantially in the form of Exhibit A ANNEX 4 hereto; (f) The Administrative Agent shall have received a certificate signed by a Senior Officer of Borrower certifying that attached thereto is a true and correct copy of each of the principal instruments, documents and agreements governing the Xxxxxx Transaction; (g) Borrower shall have issued replacement Notes to each Lender having a Pro Rata Share which has been increased in amount pursuant hereto; and (h) Borrower shall have paid to the Administrative Agent, for the account of each Lender which has consented heretoLender, a fee equal to 7.5 25 basis points times TIMES the Pro Rata Share of the Commitment (as in effect prior to ----- this Amendmentthe amendment hereof) held by that Lender;.

Conditions, Effectiveness. The effectiveness This Amendment shall become effective as of this the date (the “Amendment ------------------------- Effective Date”) on which each of the following conditions shall be subject to the conditions precedent thathave been satisfied: (a) The Administrative Agent Lender shall have received counterparts of this Amendment duly executed by and delivered on behalf of the Tribe Borrower and Borrower;each Guarantor. (b) the Borrower and each Guarantor shall have delivered evidence that the process agent, National Registered Agents Inc., with offices currently located at 100 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, shall have accepted appointment to receive service of process on the Borrower and such Guarantor, in form and substance reasonably satisfactory to the Lender up to a date six months after the Maturity Date (as amended hereby). (c) The Borrower shall have executed an paid on or before the Amendment Effective Date all fees and other amounts due and payable by the Borrower to the Leasehold Mortgage, Lender (including fees and expenses of counsel to lender) in form and substance acceptable accordance with the Credit Agreement (as amended hereby) to the Administrative Agent, to increase the amount secured by the Leasehold Mortgage extent invoiced to the amount of the Commitment (as increased concurrently with the effectiveness of this Amendment); (c) The Title Company shall have issued, or shall concurrently issue, an endorsement Borrower prior to the policy of title insurance issued pursuant to Section 9.1 of the Loan Agreement increasing the amount of the insurance provided thereby to $500,000,000 and insuring the continued priority and perfection of the Lien of the Leasehold Mortgage, and arrangements for additional re- insurance acceptable to the Administrative Agent shall have been made;Amendment Effective Date. (d) The Tribe All consents, licenses and the Borrower shall have delivered to the Administrative Agent a copy of a resolution or resolutions passed by the Tribal Council and by the Management Board, certified by the Secretary or an Assistant Secretary of Borrower as being approvals required in full force and effect on the date hereof, authorizing connection with the execution, delivery and performance by the Loan Parties of this Amendment and shall have been received by the other instruments, documents and agreements contemplated hereby;Loan Parties. (e) The Administrative Agent shall have received written consents hereto from Upon the Requisite Lenders substantially in reasonable request of the form of Exhibit A hereto; (f) Lender prior to the Amendment Effective Date, the Borrower shall have paid provided Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least three days prior to the Administrative Agent, for the account of each Lender which has consented hereto, a fee equal to 7.5 basis points times the Pro Rata Share of the Commitment Amendment Effective Date. (as in effect d) At least three days prior to ----- this Amendment) held by that Lender;the Amendment Effective Date, if Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall deliver a Beneficial Ownership Certification.