Common use of Authorization of Actions to Be Taken by the Trustee Under the Collateral Documents Clause in Contracts

Authorization of Actions to Be Taken by the Trustee Under the Collateral Documents. Subject to the provisions of Section 7.2 and Section 7.3, the Trustee may, on behalf of the Holders of Securities, take all actions it deems necessary or appropriate in order to (a) enforce any of the terms of the Collateral Documents and (b) collect and receive any and all amounts payable in respect of the Obligations of the Company or Guarantor hereunder. The Trustee shall have power to institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Collateral Documents or this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the interests of the Holders of Securities 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 the Holders of Securities or of the Trustee). Notwithstanding the foregoing, the Trustee shall be entitled to seek direction from the Holders regarding those actions to be taken and a majority in principal amount of the then-outstanding Securities shall have the right to direct those actions to be taken by the Trustee, on the condition that indemnification for the Trustee’s fees and expenses, in a form reasonably satisfactory to the Trustee, shall have been provided. Nevertheless, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of other Holders, or that may involve the Trustee in personal liability.

Authorization of Actions to Be Taken by the Trustee Under the Collateral Documents. Subject to the provisions of the Collateral Documents, the Trustee may direct, on behalf of Holders of the Notes, the Collateral Agent to take action permitted to be taken by it under the Collateral Documents. Upon the occurrence and during the continuation of an Event of Default and subject to the provisions of the Security Agreement, and subject to the provisions of Section 7.2 7.01 and Section 7.37.02, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders of SecuritiesHolders, the Collateral Agent to take all actions it deems necessary or appropriate in order to to: (a) enforce any of the terms of the Collateral Documents and Documents; and (b) collect and receive any and all amounts payable in respect of the Notes Obligations of the Company or Guarantor hereunder. The Subject to the provisions of the Security Agreement and the other Collateral Documents, the Trustee shall and the Collateral Agent will have power to institute and maintain such suits and proceedings proceedings, at the expense of the Company, as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Collateral Documents 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 Securities 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 the Holders of Securities or of the TrusteeTrustee or the Collateral Agent). Notwithstanding Nothing in this Section 11.05 shall be considered to impose any such duty or obligation to act on the foregoing, part of the Trustee shall be entitled to seek direction from or the Holders regarding those actions to be taken and a majority in principal amount of the then-outstanding Securities shall have the right to direct those actions to be taken by the Trustee, on the condition that indemnification for the Trustee’s fees and expenses, in a form reasonably satisfactory to the Trustee, shall have been provided. Nevertheless, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of other Holders, or that may involve the Trustee in personal liabilityCollateral Agent.

Authorization of Actions to Be Taken by the Trustee Under the Collateral Documents. The Trustee shall be the Representative (as such term is defined in the Collateral Documents) on behalf of the Holders and shall act upon the written direction of the Holders with regard to all voting, consent and other rights granted to the Holders under the Collateral Documents. Subject to the provisions of Section 7.2 the Collateral Documents and Section 7.3the Collateral Agreement, the Trustee may, in its sole discretion and without the consent of the Holders, on behalf of the Holders of SecuritiesHolders, take all actions it deems necessary or appropriate in order to (a) enforce any of its rights or any of the terms rights of the Holders under the Collateral Documents and (b) collect and receive any and all amounts payable from the Collateral in respect of the Obligations obligations of the Company or Guarantor and the Guarantors hereunder. The Subject to the provisions of the Collateral Documents and the Collateral Agreement, the Trustee shall have the power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Collateral Documents or this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests interest and the interests of the Holders of Securities 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 the Holders of Securities or of the Trustee). Notwithstanding the foregoing, the Trustee shall be entitled to seek direction from the Holders regarding those actions to be taken and a majority in principal amount of the then-outstanding Securities shall have the right to direct those actions to be taken by the Trustee, on the condition that indemnification for the Trustee’s fees and expenses, in a form reasonably satisfactory to the Trustee, shall have been provided. Nevertheless, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of other Holders, or that may involve the Trustee in personal liability.

Authorization of Actions to Be Taken by the Trustee Under the Collateral Documents. The Trustee shall be the Representative (as such term is defined in the Collateral Documents) on behalf of the Holders and shall act upon the written direction of the Holders with regard to all voting, consent and other rights granted to the Holders under the Collateral Documents, if any. Subject to the provisions of Section 7.2 the Collateral Documents and Section 7.3the Intercreditor Acknowledgment, the Trustee may, in its sole discretion and without the consent of the Holders, on behalf of the Holders of SecuritiesHolders, take all actions it deems necessary or appropriate in order to (a) enforce any of its rights or any of the terms rights of the Holders under the Collateral Documents and (b) collect and receive any and all amounts payable from the Collateral in respect of the Obligations obligations of the Company or Guarantor and the Guarantors hereunder. The Subject to the provisions of the Collateral Documents and the Intercreditor Acknowledgment, the Trustee shall have the power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Collateral Documents or this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests interest and the interests of the Holders of Securities 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 the Holders of Securities or of the Trustee). Notwithstanding the foregoing, the Trustee shall be entitled to seek direction from the Holders regarding those actions to be taken and a majority in principal amount of the then-outstanding Securities shall have the right to direct those actions to be taken by the Trustee, on the condition that indemnification for the Trustee’s fees and expenses, in a form reasonably satisfactory to the Trustee, shall have been provided. Nevertheless, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of other Holders, or that may involve the Trustee in personal liability.

Authorization of Actions to Be Taken by the Trustee Under the Collateral Documents. (a) Subject to the provisions of Section 7.2 and Section 7.3the Collateral Documents, the Trustee may, in its sole discretion and without the consent of the Holders, on behalf of the Holders of SecuritiesHolders, take all actions it deems necessary or appropriate in order to (a) enforce any of its rights or any of the terms rights of the Holders under the Collateral Documents and the Intercompany Note and (b) collect and receive any and all amounts payable in respect of the Obligations Collateral in respect of the obligations of the Company or Guarantor hereunderand the Subsidiaries hereunder and thereunder. The Subject to the provisions of the Collateral Documents, the Trustee shall have the power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Collateral Documents or this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests interest and the interests of the Holders of Securities 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 the Holders or the Trustee). (b) The Trustee shall not be responsible for the existence, genuineness or value of Securities any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes negligence, bad faith or willful misconduct on the part of the Trustee), for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Company to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. Notwithstanding The Trustee shall have no responsibility for recording, filing, re-recording or refiling any financing statement, continuation statement, document, instrument or other notice in any public office at any time or times or to otherwise take any action to perfect or maintain the foregoingperfection of any security interest granted to it under the Collateral Documents or otherwise. (c) Where any provision of this Indenture requires that additional property or assets be added to the Collateral, the Company and each Subsidiary Guarantor shall deliver to the Trustee the following: (i) a request from the Company that such Collateral be added; (ii) the form of instrument adding such Collateral, which, based on the type and location of the property subject thereto, shall be in substantially the form of the applicable Collateral Documents entered into on the date of this Indenture, with such changes thereto as the Company shall consider appropriate, or in such other form as the Company shall deem proper, provided that any such changes or such form are administratively satisfactory to the Trustee; (iii) an Officers' Certificate to the effect that the Collateral being added is in the form, consists of the assets and is in the amount or otherwise has the fair market value required by the Indenture; (iv) an Officers' Certificate and Opinion of Counsel to the effect that all conditions precedent provided for in this Indenture to the addition of such Collateral have been complied with, which Opinion of Counsel shall also opine as to the creation and perfection of the Trustee's Lien on such Collateral and as to the due authorization, execution, delivery, validity and enforceability of the Collateral Document being entered into; and (v) such financing statements, if any, as the Company shall deem necessary to perfect the Trustee's security interest in such Collateral. (d) Except during the continuance of an Event of Default, the Trustee, in giving any consent or approval under the Collateral Documents or with respect to the Intercompany Note, shall be entitled to receive, as a condition to such consent or approval, an Officers' Certificate and an Opinion of Counsel to the effect that the action or omission for which consent or approval is to be given does not adversely affect the interests of the Holders or impair the security of the Holders in contravention of the provisions of the Indenture and the Collateral Documents, and the Trustee shall be entitled to seek direction from the Holders regarding those actions to be taken and a majority fully protected in principal amount of the then-outstanding Securities shall have the right to direct those actions to be taken by the Trustee, giving such consent or approval on the condition that indemnification for the Trustee’s fees basis of such Officers' Certificate and expenses, in a form reasonably satisfactory to the Trustee, shall have been provided. Nevertheless, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights Opinion of other Holders, or that may involve the Trustee in personal liabilityCounsel.

Authorization of Actions to Be Taken by the Trustee Under the Collateral Documents. Subject to the provisions of Section 7.2 7.01, 7.02 and Section 7.37.12 hereof and the Intercreditor Agreement, the Trustee may, in its sole discretion and without the consent of the Holders of Notes, on behalf of the Holders of SecuritiesNotes, take all actions it deems necessary or appropriate in order to (a) enforce any of the terms of the Collateral Documents and/or the Intercreditor Agreement and (b) collect and receive any and all amounts payable in respect of the Obligations of the Company or Guarantor Issuers hereunder, including but not limited to the appointment and approval of collateral agents, any actions of consents required to be taken under the Intercreditor Agreement and the appointment and approval of an insurance trustee. The Trustee shall have power to institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Note Collateral by any acts that may be unlawful or in violation of the Collateral Documents or this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the interests of the Holders of Securities Notes in the Note 102 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 the Holders of Securities Notes or of the Trustee). Notwithstanding the foregoing, the Trustee shall be entitled to seek direction from the Holders regarding those actions to be taken and a majority in principal amount of the then-outstanding Securities shall have the right to direct those actions to be taken by the Trustee, on the condition that indemnification for the Trustee’s fees and expenses, in a form reasonably satisfactory to the Trustee, shall have been provided. Nevertheless, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of other Holders, or that may involve the Trustee in personal liability.

Authorization of Actions to Be Taken by the Trustee Under the Collateral Documents. Subject to the provisions of Section 7.2 7.01 and Section 7.37.02 hereof, the Trustee may, in its sole discretion and without the consent of the Holders of Notes, take on behalf of the Holders of SecuritiesNotes, take all actions it deems necessary or appropriate in order to (a) enforce any of the terms of the Collateral Documents and (b) collect and receive any and all amounts payable in respect of the Obligations of the Company or Guarantor hereunder. The Trustee shall have power to institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Collateral Documents or this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the interests of the Holders of Securities 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 the Holders of Securities Notes or of the Trustee). Notwithstanding the foregoingSubject to certain gaming and bankruptcy laws, the Trustee shall be entitled to seek direction from the Holders regarding those actions to be taken upon an Event of Default and a majority in principal amount so long as such Event of the then-outstanding Securities shall have the right to direct those actions to be taken by the Trustee, on the condition that indemnification for the Trustee’s fees and expenses, in a form reasonably satisfactory to the Trustee, shall have been provided. NeverthelessDefault continues, the Trustee may refuse exercise in respect of the Collateral, in addition to follow any direction that conflicts with law the other rights and remedies provided for herein, in the Collateral Documents or this Indentureotherwise available to it, that all of the rights and remedies of a secured party under the Uniform Commercial Code or other applicable law, and the Trustee determines may be unduly prejudicial also upon obtaining possession of the Collateral as set forth herein, without notice to the rights Company, except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker's board or at any of the Trustee's offices or elsewhere, for cash, on credit or for future delivery, and upon such other Holders, or that may involve terms as the Trustee may deem commercially reasonable. The Company acknowledges and agrees that any such private sale may result in personal liabilityprices and other terms less favorable to the seller than if such a sale were a public sale. The Company agrees that, to the extent notice of sale shall be required by law, at least ten days' notice to the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Trustee shall not be obligated to make any sale regardless of notice of sale having been given. The Trustee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

Authorization of Actions to Be Taken by the Trustee Under the Collateral Documents. Subject to the provisions of Section 7.2 Sections 7.01, 7.02 and Section 7.310.01(b) hereof, the Intercreditor Agreement and the Collateral Documents, the Trustee may, in its sole discretion and without the consent of the Holders of Notes, direct, on behalf of the Holders of SecuritiesNotes, the Collateral Agent to, take all actions it deems necessary or appropriate in order to to: (a) enforce any of the terms of the Collateral Documents and Documents; and (b) collect and receive any and all amounts payable in respect of the Obligations of the Company or Guarantor hereunderIssuers and the Guarantors hereunder and under the Collateral Documents. The Trustee shall have power to institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Collateral Documents or this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the interests of the Holders of Securities 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 the Holders of Securities Notes or of the Trustee). Notwithstanding For the foregoingavoidance of doubt, nothing herein shall require the Trustee to file financing statements, termination statements or continuation statements, or be responsible for maintaining the security interests purported to be created as described herein (except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder or under the Pledge Agreement or Intercreditor Agreement) and such responsibility shall be solely that of the Issuers; provided, that upon the written direction of the Holders of not less than a majority in aggregate principal amount of the then outstanding Notes, the Trustee shall file financing statements, termination statements or continuation statements. The Trustee shall not be entitled responsible for and makes no representation as to seek direction from the Holders regarding those actions to be taken and a majority in principal amount existence, genuineness, value or protection of any Collateral, for the legality, effectiveness or sufficiency of any Collateral Document, or for the creation, perfection, priority, sufficiency or protection of any liens securing the Obligations of the then-outstanding Securities shall have the right to direct those actions to be taken by the Trustee, on the condition that indemnification for the Trustee’s fees and expenses, in a form reasonably satisfactory to the Trustee, shall have been provided. Nevertheless, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of other Holders, or that may involve the Trustee in personal liabilityIssuers.

Authorization of Actions to Be Taken by the Trustee Under the Collateral Documents. Subject Each Holder, by acceptance of a Security, consents and agrees to the provisions terms of Section 7.2 the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with the terms thereof and Section 7.3, hereof and authorizes and directs the Trustee to enter into the Intercreditor Agreement and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith. The Trustee may, in its sole discretion and without the consent of the Holders, on behalf of the Holders of SecuritiesHolders, take all actions it deems necessary or appropriate in order to (a) enforce any of the terms of the Collateral Documents and the Intercreditor Agreement and (b) collect and receive any and all amounts payable in respect of the Obligations obligations of the Company or Guarantor and the Guarantors hereunder. The Trustee shall have the power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Collateral Documents Documents, the Intercreditor Agreement or this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the interests of the Holders of Securities 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 the Holders of Securities or of the Trustee). Notwithstanding Subject to the foregoinglimitations set forth in Section 802 hereof, the Trustee shall be entitled to seek direction from act, make elections or vote as directed by Requisite Holders and all of the Holders regarding those actions to shall be taken and a majority in principal amount of the then-outstanding Securities shall have the right to direct those actions to be taken bound by the Trustee, on the condition that indemnification for the Trustee’s fees and expenses, in a form reasonably satisfactory to the Trustee, shall have been provided. Nevertheless, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of other Holders, or that may involve the Trustee in personal liabilitysuch written direction.

Authorization of Actions to Be Taken by the Trustee Under the Collateral Documents. Subject to the provisions of Section 7.2 7.01 and Section 7.37.02 hereof, the Trustee may, on behalf in its sole discretion and without the consent of the Holders of SecuritiesSenior Secured Discount Notes, take all actions it deems necessary or appropriate in order to (a) enforce any of the terms of the Collateral Documents Documents, and (b) collect and receive any and all amounts payable in respect of the Obligations of the Company or Guarantor hereunderunder this Indenture, the Senior Secured Discount Notes and the Collateral Documents. The Trustee shall have power to institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Collateral Documents or this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the interests of the Holders of Securities Senior Secured Discount 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 the Holders of Securities Senior Secured Discount Notes or of the Trustee). Notwithstanding The Trustee is not obligated to foreclose on the foregoingCollateral, even if indemnity is offered, if this right may subject the Trustee shall be entitled to seek direction from the Holders regarding those actions to be taken and a majority in principal amount of the then-outstanding Securities shall have the right to direct those actions to be taken by the Trustee, on the condition that indemnification for the Trustee’s fees and expenses, in a form reasonably satisfactory to the Trustee, shall have been provided. Nevertheless, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of other Holders, or that may involve the Trustee in personal environmental liability.

Authorization of Actions to Be Taken by the Trustee Under the Collateral Documents. Subject to the provisions of Section 7.2 7.01 and 7.02 of the Original Indenture and Section 7.38 of the Intercreditor Agreement, if the Holders have asserted a Trigger Event as contemplated by Section 8 of the Intercreditor Agreement, the Trustee, in its sole discretion and without the consent of any other Creditor or Creditor Representative (as such terms are defined in the Intercreditor Agreement) may direct in writing the Collateral Agent to proceed to enforce the Liens granted in the favor of the Holders pursuant to the Collateral Documents. The Trustee may, shall not have any right to institute an action or proceeding or to exercise any other remedy provided by the Pledge Agreement or by law or equity for the purposes of realizing upon the Liens in the Collateral other than as set forth in Section 8 of the Intercreditor Agreement. The Trustee shall be authorized to take on behalf of the Holders of Securities, take all actions it deems necessary or appropriate in order the Notes any action required to (a) enforce any be taken by the Trustee under Section 5 of the terms of the Collateral Documents and (b) collect and receive any and all amounts payable in respect of the Obligations of the Company or Guarantor hereunderIntercreditor Agreement. The Trustee shall have power be authorized to institute and maintain such suits and proceedings as it may deem expedient consent to prevent any impairment amendment of the Collateral Pledge Agreement or the Intercreditor Agreement under, or any action under, Section 7(c), Section 7(d), Section 8(b), Section 9(c), Section 10(l) or Section 13(a) of the Intercreditor Agreement (or any other section of the Intercreditor Agreement providing for action or consents by any acts that may be unlawful or in violation of the Collateral Documents or this Indenture, and such suits and proceedings Creditor Representatives (as the Trustee may deem expedient to preserve or protect its interests and the interests of the Holders of Securities defined in the Collateral Intercreditor Agreement) or Majority Representatives (including power to institute and maintain suits as defined in the Intercreditor Agreement)), without the consent of any Holders, unless such amendment or proceedings to restrain the enforcement of action would constitute an amendment 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 supplement to the interests Indenture or to the Notes that would require the consent of the Holders of Securities or of the Trustee). Notwithstanding the foregoing, the Trustee shall be entitled to seek direction from the Holders regarding those actions to be taken and a majority in principal amount of the then-outstanding Securities Notes or the consent of each affected Holder (in which case the Trustee may provide such consent or take such action if such amendment or supplement to the Notes is authorized under the Indenture). If a Trigger Event occurs, the Trustee shall have be authorized to take action, including to give an Enforcement Order (as defined in the right Intercreditor Agreement) and to direct those actions participate on an Enforcement Committee (as defined in the Intercreditor Agreement), including to be provide consents or take any other action thereunder, on the same basis, and subject to the same indemnifications and other protective provisions in the Indenture, as would apply to any other action taken by the Trustee, Trustee on behalf of the condition that indemnification for holders of the Trustee’s fees Notes on and expenses, in after the delivery of a form reasonably satisfactory to notice accelerating the Trustee, shall have been provided. Nevertheless, maturity of any of the Trustee may refuse to follow any direction that conflicts with law or this Notes under the Indenture, that the Trustee determines may be unduly prejudicial to the rights of other Holders, or that may involve the Trustee in personal liability.

Authorization of Actions to Be Taken by the Trustee Under the Collateral Documents. Subject to the provisions of Section Sections 7.1 and 7.2 hereof, the Collateral Trust Agreement and Section 7.3the Mortgage Indenture, the Trustee may, in its sole discretion and without the consent of the Holders of Senior Notes, direct, on behalf of the Holders of SecuritiesSenior Notes, the Collateral Agent or the Mortgage Indenture Trustee, as the case may be, to take all actions it deems necessary or appropriate in order to (a) enforce any of the terms of the Collateral Documents and (b) collect and receive any and all amounts payable in respect of the Obligations of the Company or Guarantor hereunder. The Subject to the Collateral Trust Agreement and the Mortgage Indenture, the Trustee shall have power to institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Collateral Documents or this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the interests of the Holders of Securities Senior 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 the Holders of Securities Senior Notes or of the Trustee). Notwithstanding the foregoing, the Trustee shall be entitled to seek direction from the Holders regarding those actions to be taken and a majority in principal amount of the then-outstanding Securities shall have the right to direct those actions to be taken by the Trustee, on the condition that indemnification for the Trustee’s fees and expenses, in a form reasonably satisfactory to the Trustee, shall have been provided. Nevertheless, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of other Holders, or that may involve the Trustee in personal liability.

Authorization of Actions to Be Taken by the Trustee Under the Collateral Documents. Subject to the provisions of Section 7.2 Sections 7.01 and Section 7.37.02 hereof, and only upon any requisite approval of all Gaming Authorities, the Trustee may, in its sole discretion and without the consent of the Holders of Notes, on behalf of the Holders of SecuritiesNotes, take all actions it deems necessary or appropriate in order to (a) enforce any of the terms of the Collateral Documents and (b) collect and receive any and all amounts payable in respect of the Obligations of the Company or Guarantor and Guarantors hereunder. The Trustee shall have power to institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Collateral Documents or this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the interests of the Holders of Securities 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 the Holders of Securities Notes or of the Trustee). Notwithstanding the foregoingSubject to certain gaming and bankruptcy laws, the Trustee shall be entitled to seek direction from the Holders regarding those actions to be taken upon an Event of Default and a majority in principal amount so long as such Event of the then-outstanding Securities shall have the right to direct those actions to be taken by the Trustee, on the condition that indemnification for the Trustee’s fees and expenses, in a form reasonably satisfactory to the Trustee, shall have been provided. NeverthelessDefault continues, the Trustee may refuse exercise in respect of the Collateral, in addition to follow any direction that conflicts with law the other rights and remedies provided for herein, in the Collateral Documents or this Indentureotherwise available to it, that all of the rights and remedies of a secured party under the Uniform Commercial Code or other applicable law, and the Trustee determines may be unduly prejudicial also upon obtaining possession of the Collateral as set forth herein, without notice to the rights Company, except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker's board or at any of the Trustee's offices or elsewhere, for cash, on credit or for future delivery, and upon such other Holders, or that may involve terms as the Trustee may deem commercially reasonable. The Company acknowledges and agrees that any such private sale may result in personal liabilityprices and other terms less favorable to the seller than if such a sale were a public sale. The Company agrees that, to the extent notice of sale shall be required by law, at least 15 days' notice to the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Trustee shall not be obligated to make any sale regardless of notice of sale having been given. The Trustee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

Authorization of Actions to Be Taken by the Trustee Under the Collateral Documents. (a) The Trustee shall be the representative on behalf of the Holders and shall act upon the written direction of the Holders with regard to all voting consent and other rights granted to the Holders under the Collateral Documents. Subject to the provisions of Section 7.2 and Section 7.3the Collateral Documents, the Trustee may, in its sole discretion and without the consent of the Holders, on behalf of the Holders of SecuritiesHolders, take all actions it deems necessary or appropriate in order to (a) enforce any of its rights or any of the terms rights of the Holders under the Collateral Documents and (b) collect and receive any and all amounts payable from the Collateral in respect of the Obligations obligations of the Company or Guarantor Subsidiary Guarantors hereunder. The Subject to the provisions of the Collateral Documents, the Trustee shall have the power to institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Collateral Documents or this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests interest and the interests of the Holders of Securities in the Collateral (including power to institute and maintain suits or and 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 the Holders or the Trustee). (b) The Trustee shall not be responsible for the existence, genuineness or value of Securities any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on the part of the Trustee hereunder, except to the extent such action or omission constitutes negligence, bad faith or willful misconduct on the part of the Trustee). Notwithstanding , for the foregoing, the Trustee shall be entitled to seek direction from the Holders regarding those actions to be taken and a majority in principal amount validity or sufficiency of the then-outstanding Securities shall have the right to direct those actions to be taken by the TrusteeCollateral or any agreement or assignment contained therein, on the condition that indemnification for the Trustee’s fees and expenses, in a form reasonably satisfactory validity of the title of the Subsidiary Guarantors to the TrusteeCollateral, shall have been provided. Neverthelessfor insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Trustee may refuse to follow any direction that conflicts with law Collateral or this Indenture, that the Trustee determines may be unduly prejudicial otherwise as to the rights maintenance of other Holders, or that may involve the Trustee in personal liabilityCollateral.

Authorization of Actions to Be Taken by the Trustee Under the Collateral Documents. (a) Subject to the provisions of Section 7.2 the Collateral Documents, the GM Intercreditor Agreement and Section 7.3the other provisions of this Indenture, the Trustee may, in its sole discretion and without the consent of the Holders, take, on behalf of the Holders Holders, or direct, on behalf of Securitiesthe Holders, take the Collateral Agent to take, all actions it deems necessary or appropriate in order to (ai) enforce any of its rights or any of the terms rights of the Holders under the Collateral Documents and (bii) upon the occurrence and during the continuance of an Event of Default, collect and receive any and all amounts payable in respect of the Obligations Collateral in respect of the Company or Guarantor hereunderobligations of the Issuer and the Guarantors hereunder and thereunder. The Subject to the provisions of the Collateral Documents, the other provisions of this Indenture and the GM Intercreditor Agreement, the Trustee shall have the power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Collateral Documents or this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests interest and the interests of the Holders of Securities 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 the Holders or the Trustee). (b) The Trustee shall not be responsible for the existence, genuineness or value of Securities any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes negligence, bad faith or willful misconduct on the part of the Trustee), for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Issuer to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. Notwithstanding The Trustee shall have no responsibility for recording, filing, re-recording or refiling any financing statement, continuation statement, document, instrument or other notice in any public office at any time or times or to otherwise take any action to perfect or maintain the foregoingperfection of any security interest granted to it under the Collateral Documents or otherwise. (c) Where any provision of the Collateral Documents requires that additional property or assets be added to the Collateral, the Issuer and the Company shall, or shall cause the applicable Subsidiary Guarantors to, take any and all actions reasonably required to cause such additional property or assets to be added to the Collateral and to create and maintain a valid and enforceable perfected first-priority security interest in such property or assets (subject to Permitted Liens and other exceptions in the Collateral Documents) in favor of the Collateral Agent for the benefit of the Holders in accordance with and to the extent required under the Collateral Documents. (d) The Trustee, in giving any consent or approval under the Collateral Documents, shall be entitled to receive, as a condition to such consent or approval, an Officer’s Certificate to the effect that the action or omission for which consent or approval is to be given does not violate this Indenture or the Collateral Documents, and the Trustee shall be entitled to seek direction from the Holders regarding those actions to be taken and a majority fully protected in principal amount of the then-outstanding Securities shall have the right to direct those actions to be taken by the Trustee, giving such consent or approval on the condition that indemnification for the Trusteebasis of such Officer’s fees and expenses, in a form reasonably satisfactory to the Trustee, shall have been provided. Nevertheless, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of other Holders, or that may involve the Trustee in personal liabilityCertificate.

Authorization of Actions to Be Taken by the Trustee Under the Collateral Documents. Subject to the provisions of Section 7.2 7.01 and 7.02 hereof and Section 7.38 of the Intercreditor Agreement, upon a Trigger Event, the Trustee mayfor the Holders of any Series of Notes that asserts the Trigger Event, in its sole discretion and without the consent of the Holders of any other Series of outstanding Notes, may direct in writing the Collateral Agent to proceed to enforce the Liens granted in the favor of the Holders of such Series of Notes pursuant to the Collateral Documents. The Trustee shall not have any right to institute an action or proceeding or to exercise any other remedy provided by the Pledge Agreement or by law or equity for the purposes of realizing upon the Liens in the Collateral other than as set forth in Section 8 of the Intercreditor Agreement. The Trustee shall be authorized to take on behalf of the Holders of Securities, take all actions it deems necessary or appropriate in order the Notes any action required to (a) enforce any be taken by the Trustee under Section 5 of the terms of the Collateral Documents and (b) collect and receive any and all amounts payable in respect of the Obligations of the Company or Guarantor hereunderIntercreditor Agreement. The Trustee shall have power be authorized to institute and maintain such suits and proceedings as it may deem expedient consent to prevent any impairment amendment of the Collateral Pledge Agreement or the Intercreditor Agreement under, or any action under, Section 7(c), Section 7(d), Section 8(b), Section 9(c), Section 10(l) or Section 13(a) of the Intercreditor Agreement (or any other section of the Intercreditor Agreement providing for action or consents by any acts that may be unlawful Creditor Representatives (as defined in the Intercreditor Agreement) or Majority Representatives (as defined in violation the Intercreditor Agreement)), without the consent of any Holders of Notes under the Collateral Documents or this Indenture, and unless such suits and proceedings as the Trustee may deem expedient to preserve amendment or protect its interests and the interests of the Holders of Securities in the Collateral (including power to institute and maintain suits action would constitute an amendment 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 supplement to the interests Indenture or to the Notes that would require the consent of the Holders of Securities or of the Trustee). Notwithstanding the foregoing, the Trustee shall be entitled to seek direction from the Holders regarding those actions to be taken and a majority in principal amount of the then-outstanding Securities Notes of any series or the consent of each affected Holder (in which case the Trustee may provide such consent or take such action if such amendment or supplement to the Notes is authorized under the Indenture). If a Trigger Event occurs, the Trustee shall have be authorized to take action, including to give an Enforcement Order (as defined in the right Intercreditor Agreement) and to direct those actions participate on an Enforcement Committee (as defined in the Intercreditor Agreement), including to be provide consents or take any other action thereunder, on the same basis, and subject to the same indemnifications and other protective provisions in the Indenture, as would apply to any other action taken by the Trustee, Trustee on behalf of the condition that indemnification for holders of the Trustee’s fees Notes on and expenses, in after the delivery of a form reasonably satisfactory to notice accelerating the Trustee, shall have been provided. Nevertheless, maturity of any of the Trustee may refuse to follow any direction that conflicts with law or this Notes under the Indenture, that the Trustee determines may be unduly prejudicial to the rights of other Holders, or that may involve the Trustee in personal liability.