Common use of Further Action by Bally Clause in Contracts

Further Action by Bally. (a) Bally shall, at the written request of the Holder, at any time and from time to time following the execution of this Agreement, execute and deliver to the Holder all such further instruments and take all such further action as may be reasonably necessary or appropriate in order to confirm or carry out its obligations under this Agreement and the transactions contemplated hereby. (b) So long as the restrictions in Sections 1.5(a) or (b) above are effective, Bally shall provide to Holder an officer’s certificate with respect to compliance with the covenants described in clause (c) of Section 1.5(a) within one business day after a compliance certificate is required to be delivered to the Agent under the Credit Agreement pursuant to Section 6.03(e) of the Credit Agreement. (c) Bally acknowledges that each of the Indenture and the Senior Note Indenture provides that the holders of at least a majority in aggregate principal amount of outstanding Notes and Senior Notes, as the case may be, may consent to the requested Waivers of a Default under the Indenture or Senior Note Indenture, respectively. Bally further acknowledges that the Majority Lenders (as defined in the Credit Agreement) may consent to the requested amendment or waiver of the Credit Agreement. Bally agrees that it will work in good faith and use best efforts to obtain, as promptly as possible after the date hereof (i) the consent of the Majority Lenders under the Credit Agreement to make the payments required hereunder and (ii) the requisite consents from holders of its Senior Notes in order to effect the proposed waivers under the Senior Note Indenture similar to the Waivers, in each case such that the payment to the Holder pursuant to Section 1.3 can be made.

Further Action by Bally. (a) Bally shall, at the written request of the Holder, at any time and from time to time following the execution of this Agreement, execute and deliver to the Holder all such further instruments and take all such further action as may be reasonably necessary or appropriate in order to confirm or carry out its obligations under this Agreement and the transactions contemplated hereby. (b) So long as the restrictions in Sections Section 1.5(a) or (b) above are effective, Bally shall provide to Holder an officer’s certificate with respect to compliance with the covenants described in clause (c) of Section 1.5(a) within one business day after a compliance certificate is required to be delivered to the Agent under the Credit Agreement pursuant to Section 6.03(e) of the Credit Agreement. (c) Bally acknowledges that each of the Indenture and the Senior Note Indenture provides that the holders of at least a majority in aggregate principal amount of outstanding Notes and Senior Notes, as the case may be, may consent to the requested Waivers of a Default under the Indenture or Senior Note Indenture, respectively. Bally further acknowledges that the Majority Lenders (as defined in the Credit Agreement) may consent to the requested amendment or waiver of the Credit Agreement. Bally agrees that it will work in good faith and use best efforts to obtain, as promptly as possible after the date hereof (i) the consent of the Majority Lenders under the Credit Agreement to make the payments required hereunder and (ii) the requisite consents from holders of its Senior Notes in order to effect the proposed waivers under the Senior Note Indenture similar to the Waivers, in each case such that the payment to the Holder pursuant to Section 1.3 can be made.