Common use of Authorization of Action to be Taken Clause in Contracts

Authorization of Action to be Taken. (a) Each Holder of Notes consents and agrees to the terms of each Collateral Document, as originally in effect and as amended, restated, amended and restated, supplemented or otherwise modified or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Collateral Documents to which such party is a party, authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Notes as set forth in the Collateral Documents to which either such party is party and to perform its respective obligations and exercise its respective rights and powers thereunder. Any request, demand, authorization, direction, notice, consent, waiver, approval, exercise of judgment or discretion, designation or other action provided or permitted by this Indenture to be given, taken or exercised by the Collateral Agent, shall be given, taken or exercised by the Collateral Agent at the direction of the Trustee who may seek directions from the Holders of a majority in principal amount of the Notes. Any notice, agreement, certificate or other document delivered to the Collateral Agent by the Issuer or any other Person in connection with any of the Indenture or the Collateral Documents, shall promptly be delivered by the Collateral Agent to the Trustee. (b) The Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders of Notes any funds collected or distributed under the Collateral Documents to which the Collateral Agent or the Trustee is a party and to make further distributions of such funds to the Holders of Notes according to the provisions of this Indenture. (c) Subject to the provisions of Section 6.01 of the Base Indenture and Section 6.02 of the Base Indenture, the Trustee may (but shall not be obligated to), in its sole discretion and without the consent of any Holders, during the continuance of an Event of Default, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the Liens created under the Collateral Documents; (ii) enforce any of the terms of the Collateral Documents to which the Collateral Agent or Trustee is a party; or (iii) collect and receive payment of any and all Obligations to the extent then due and payable.

Authorization of Action to be Taken. (aA) Each Holder of Notes consents and agrees to the terms of each Collateral Document, as originally in effect and as amended, restated, amended and restated, supplemented or otherwise modified or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Collateral Documents to which such party is a party, authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Notes as set forth in the Collateral Documents to which either such party is party and to perform its respective obligations and exercise its respective rights and powers thereunder. Any request, demand, authorization, direction, notice, consent, waiver, approval, exercise of judgment or discretion, designation or other action provided or permitted by this Indenture to be given, taken or exercised by the Collateral Agent, shall be given, taken or exercised by the Collateral Agent at the direction of the Required Holders or the Trustee who may seek directions from acting at the Holders of a majority in principal amount direction of the NotesRequired Holders. Any notice, agreement, certificate or other document delivered to the Collateral Agent by the Issuer Company or any other Person in connection with any of the this Indenture or the Collateral Documents, shall promptly be delivered by the Collateral Agent to the Trustee. (bB) The Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders of Notes Secured Parties any funds collected or distributed under the Collateral Documents to which the Collateral Agent or the Trustee is a party and to make further distributions of such funds to the Holders of Notes according to the provisions of this Indenture. (cC) Subject to the provisions of Section 6.01 of the Base Indenture 10.01 and Section 6.02 of the Base Indenture10.02, the Trustee may (but shall not be obligated to), in its sole discretion and without the consent of any Holders, during the continuance of an Event of Default, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the Liens created under the Collateral Documents; (ii) enforce any of the terms of the Collateral Documents to which the Collateral Agent or Trustee is a party; or (iii) collect and receive payment of any and all Obligations to the extent then due and payable. Nothing in this Section 12.05 shall be considered to impose any such duty or obligation to act on the part of the Trustee or the Collateral Agent.

Authorization of Action to be Taken. (a) Each Holder of Notes consents and agrees to the terms of each Collateral Document, as originally in effect and as amended, restated, amended and restated, supplemented or otherwise modified or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Collateral Documents to which such party it is a party, authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Notes as set forth in the Collateral Documents to which either such party it is party and to perform its respective obligations and exercise its respective rights and powers thereunder. Any request, demand, authorization, direction, notice, consent, waiver, approval, exercise of judgment or discretion, designation or other action provided or permitted by this Indenture to be given, taken or exercised by the Collateral Agent, shall be given, taken or exercised by the Collateral Agent at the direction of the Trustee who may shall seek directions from the Holders of a majority in principal amount of the NotesControlling Party. Any notice, agreement, certificate or other document delivered to the Collateral Agent by the Issuer Company, any Guarantor or any other Person in connection with any of the Indenture or the Collateral Notes Documents, shall promptly be delivered by the Collateral Agent to the Trustee. (b) The Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders of Notes any funds collected or distributed under the Collateral Documents to which the Collateral Agent or the Trustee is a party and to make further distributions of such funds to the Holders of Notes according to the provisions of this Indenture. (c) Subject to the provisions of Section 6.01 of the Base Indenture 7.01 and Section 6.02 of the Base Indenture7.02, the Trustee may (but shall not be obligated to), in its sole discretion and without the consent of any Holders, during the continuance of an Event of Default, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the Liens created under the Collateral Documents; (ii) enforce any of the terms of the Collateral Documents to which the Collateral Agent or Trustee is a party; or (iii) collect and receive payment of any and all Obligations to the extent then due and payable.

Authorization of Action to be Taken. (a) Each Holder of Notes consents and agrees to the terms of each Collateral Document, as originally in effect and as amended, restated, amended and restated, supplemented or otherwise modified or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Collateral Documents to which such party it is a party, authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Notes as set forth in the Collateral Documents to which either such party it is party and to perform its respective obligations and exercise its respective rights and powers thereunder. Any request, demand, authorization, direction, notice, consent, waiver, approval, exercise of judgment or discretion, designation or other action provided or permitted by this Indenture to be given, taken or exercised by the Collateral Agent, shall be given, taken or exercised by the Collateral Agent at the direction of the Trustee who may shall seek directions from the Administrative Determination Holder(s), prior to the Braidwell Disposition Date, the Braidwell Holders, and prior to the Deerfield Disposition Date, the Deerfield Holders unless such action is otherwise permitted pursuant to this Indenture or the other Note Documents (including, upon reliance of a majority in principal amount an Officer’s Certificate and/or Opinion of the NotesCounsel). Any notice, agreement, certificate or other document delivered to the Collateral Agent by the Issuer Company, any Guarantor or any other Person in connection with any of the Indenture or the Collateral Notes Documents, shall promptly be delivered by the Collateral Agent to the Trustee, which shall promptly deliver such notice, agreement, certificate or other document to the Holders of the Notes. (b) The Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders of Notes any funds collected or distributed under the Collateral Documents to which the Collateral Agent or the Trustee is a party and to make further distributions of such funds to the Holders of Notes according to the provisions of this Indenture. (c) Subject to the provisions of Section 6.01 of the Base Indenture 7.01 and Section 6.02 of 7.02 and the Base Indentureterms and conditions set forth in any Pari Passu Intercreditor Agreement, the Trustee may (but shall not be obligated toshall, upon the direction of the Administrative Determination Holder(s), in its sole discretion prior to the Braidwell Disposition Date, the Braidwell Holders, and without prior to the consent of any Deerfield Disposition Date, the Deerfield Holders, during the continuance of an Event of Default, direct, on behalf of the Holders, direct the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the Liens created under the Collateral Documents; (ii) enforce any of the terms of the Collateral Documents to which the Collateral Agent or Trustee is a party; or (iii) collect and receive payment of any and all Obligations to the extent then due and payable.

Authorization of Action to be Taken. (a) Each Holder holder of Notes Notes, by its acceptance thereof, consents and agrees to the terms of each Collateral Security Document, the First Lien Intercreditor Agreement as originally in effect and as amended, restated, amended and restated, supplemented or otherwise modified or replaced from time to time in accordance with its terms or the terms of this Indenture and any Junior Lien Intercreditor Agreement entered into in accordance with the terms of this Indenture, appoints the Collateral Agent as its collateral agent, authorizes and directs the Trustee and the Collateral Agent to enter into the Collateral Security Documents to which such party it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the First Lien Intercreditor Agreement (and any future First Lien Intercreditor Agreement) and any Junior Lien Intercreditor Agreement permitted hereunder and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders holders of Notes and other holders of Obligations as set forth in the Collateral Security Documents to which either such it is a party is party and the First Lien Intercreditor Agreement (and any future First Lien Intercreditor Agreement) and any Junior Lien Intercreditor Agreement permitted hereunder and to perform its respective obligations and exercise its respective rights and powers thereunder. Any request, demand, authorization, direction, notice, consent, waiver, approval, exercise of judgment or discretion, designation or other action provided or permitted by this Indenture to be given, taken or exercised by the Collateral Agent, shall be given, taken or exercised by the Collateral Agent at the direction of the Trustee who may seek directions from the Holders of a majority in principal amount of the Notes. Any notice, agreement, certificate or other document delivered to the Collateral Agent by the Issuer or any other Person in connection with any of the Indenture or the Collateral Documents, shall promptly be delivered by the Collateral Agent to the Trustee. (b) The Subject to the terms of the First Lien Intercreditor Agreement (and any future First Lien Intercreditor Agreement) and any Junior Lien Intercreditor Agreement, the Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders holders of Notes any funds collected or distributed under the Collateral Security Documents to which the Collateral Agent or the Trustee is are a party and to make further distributions of such funds to the Holders holders of Notes according to the provisions of this Indenture. (c) Subject to the provisions of Section 6.01 of the Base Indenture 7.01 and Section 6.02 of 7.02 hereof, and the Base Indenture, the Trustee may First Lien Intercreditor Agreement (but shall not be obligated toand any future First Lien Intercreditor Agreement), in its sole discretion any Junior Lien Intercreditor Agreement and without the consent of any HoldersSecurity Documents, during the continuance continuation of an Event of Default, the Trustee may direct, on behalf of the Holdersholders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the Liens created under securing the Collateral DocumentsNotes Obligations; (ii) enforce any of the terms of the Collateral Security Documents to which the Collateral Agent or Trustee is a party; or (iii) collect and receive payment of any and all Notes Obligations. Subject to the First Lien Intercreditor Agreement (and any future First Lien Intercreditor Agreement), the Trustee is authorized and empowered (but not obligated) to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the Liens securing the Notes Obligations or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the holders of Notes in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of holders, the Trustee or the Collateral Agent. Additionally, the Trustee and the Collateral Agent are authorized and empowered to consent to and enter into (and execute documents permitting the filing and recording, where appropriate) (A) subordination agreements and consents with respect to the grant of easements, covenants, declarations, subdivisions and subordination rights with respect to real property, conditions, restrictions and declarations on customary terms, and (B) subordination, non-disturbance and attornment agreements (x) on customary terms reasonably requested by the Company or (y) with respect to any Master Lease or any Gaming Lease, to the extent then due requested by the landlord under such Master Lease or Gaming Lease. In entering into any such agreements or other instruments, the Trustee and payablethe Collateral Agent shall be entitled to receive and rely on an Officer’s Certificate to the effect that such agreements or instruments are authorized or permitted by this Indenture.

Authorization of Action to be Taken. (a) Each Holder of Notes consents and agrees to the terms of each Collateral Document, as originally in effect and as amended, restated, amended and restated, supplemented or otherwise modified or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Collateral Documents to which such party it is a party, authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Notes as set forth in the Collateral Documents to which either such party it is party and to perform its respective obligations and exercise its respective rights and powers thereunder. Any request, demand, authorization, direction, notice, consent, waiver, approval, exercise of judgment or discretion, designation or other action provided or permitted by this Indenture to be given, taken or exercised by the Collateral Agent, shall be given, taken or exercised by the Collateral Agent at the direction of the Trustee who may shall seek directions from the Holders Administrative Determination Holder(s), unless such action is otherwise permitted pursuant to this Indenture or the other Note Documents (including, upon reliance of a majority in principal amount an Officer’s Certificate and/or Opinion of the NotesCounsel. Any notice, agreement, certificate or other document delivered to the Collateral Agent by the Issuer Company, any Guarantor or any other Person in connection with any of the Indenture or the Collateral Notes Documents, shall promptly be delivered by the Collateral Agent to the Trustee, which shall promptly deliver such notice, agreement, certificate or other document to the Holders of the Notes. (b) The Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders of Notes any funds collected or distributed under the Collateral Documents to which the Collateral Agent or the Trustee is a party and to make further distributions of such funds to the Holders of Notes according to the provisions of this Indenture. (c) Subject to the provisions of Section 6.01 of the Base Indenture 7.01 and Section 6.02 of 7.02 and the Base Indentureterms and conditions set forth in any Pari Passu Intercreditor Agreement, the Trustee may (but shall not be obligated to)shall, in its sole discretion and without upon the consent direction of any the Required Holders, during the continuance of an Event of Default, direct, on behalf of the Holders, direct the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the Liens created under the Collateral Documents; (ii) enforce any of the terms of the Collateral Documents to which the Collateral Agent or Trustee is a party; or (iii) collect and receive payment of any and all Obligations to the extent then due and payable.

Authorization of Action to be Taken. (a) Each Holder of Notes consents and agrees to the terms of each Collateral Document, as originally in effect and as amended, restated, amended and restated, supplemented or otherwise modified or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Collateral Documents to which such party is a party, authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Notes as set forth in the Collateral Documents to which either such party is party and to perform its respective obligations and exercise its respective rights and powers thereunder. Any request, demand, authorization, direction, notice, consent, waiver, approval, exercise of judgment or discretion, designation or other action provided or permitted by this Indenture to be given, taken or exercised by the Collateral Agent, shall be given, taken or exercised by the Collateral Agent at the direction of the Trustee who may seek directions from the Holders of a majority in principal amount of the Notes. Any notice, agreement, certificate or other document delivered to the Collateral Agent by the Issuer Company or any other Person in connection with any of the Indenture or the Collateral Documents, shall promptly be delivered by the Collateral Agent to the Trustee. (b) The Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders of Notes any funds collected or distributed under the Collateral Documents to which the Collateral Agent or the Trustee is a party and to make further distributions of such funds to the Holders of Notes according to the provisions of this Indenture. (c) Subject to the provisions of Section 6.01 of the Base Indenture 7.01 and Section 6.02 of the Base Indenture7.02, the Trustee may (but shall not be obligated to), in its sole discretion and without the consent of any Holders, during the continuance of an Event of Default, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the Liens created under the Collateral Documents; (ii) enforce any of the terms of the Collateral Documents to which the Collateral Agent or Trustee is a party; or (iii) collect and receive payment of any and all Obligations to the extent then due and payable.