and the consummation of the transactions herein contemplated have been duly authorized by all necessary corporate, partnership or other organizational action on its part; and this Third Amendment
has been duly and validly executed and delivered by each Station Party and constitutes its legal, valid and binding obligation, enforceable against each Station Party in accordance with its terms, except as such enforceability may be limited by
(a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws of general applicability from time to time in effect affecting the enforcement of creditors rights and remedies and (b) the application of
general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
SECTION 5.3 No Breach; No Default.
(a) None of the execution, delivery and performance by any Station Party of this Third Amendment nor the
consummation of the transactions herein contemplated do or will (i) conflict with or result in a breach of, or require any consent (which has not been obtained and is in full force and effect) under (x) any Organizational Document of any
Station Party or (y) any applicable Requirement of Law (including, without limitation, any Gaming Law) or (z) any order, writ, injunction or decree of any Governmental Authority binding on any Station Party, or tortiously interfere with,
result in a breach of, or require termination of, any term or provision of any Contractual Obligation of any Station Party or (ii) constitute (with due notice or lapse of time or both) a default under any such Contractual Obligation or
(iii) result in or require the creation or imposition of any Lien (except for the Liens created pursuant to the Security Documents) upon any Property of any Station Party pursuant to the terms of any such Contractual Obligation, except with
respect to (i)(y), (i)(z), (ii) or (iii) which would not reasonably be expected to result in a Material Adverse Effect; and
(b) No Default or Event of Default has occurred and is continuing.
SECTION 5.4 Credit Document Representations. Each of the representations and warranties made by the Borrower or any of
the other Station Parties in or pursuant to the Credit Documents to which such entity is a party, as amended hereby, are true and correct in all material respects as of such date (except to the extent such representations and warranties are
qualified by materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct in all respects), as applicable, with the same effect as though made on and as of such date,
except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date (except to the extent such
representations and warranties are qualified by materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct in all respects)).
TO THE EFFECTIVE DATE
This Third Amendment shall become effective on the date (the Effective Date)
on which each of the following conditions is satisfied or waived:
SECTION 6.1 Execution of Counterparts. The
Administrative Agent shall have received executed counterparts of this Third Amendment from each Station Party, each Term A-3 Facility Lender and each Incremental Term