(a) All authorizations, approvals or consents of, and filings or registrations with, any Governmental Authority (including, without limitation, all Gaming Approvals) or any securities exchange necessary for the execution, delivery or performance by any Credit Party of this Agreement or for the legality, validity or enforceability hereof or for the consummation of this Agreement (including the Amended Credit Agreement) and the incurrence of the New Extended Term Facility Commitments shall have been received, and (b) Borrower shall have delivered written notice to Administrative Agent certifying that the condition described in clause (a) has been satisfied.