Common use of Remedies of the Secured Party in Event of Default Clause in Contracts

Remedies of the Secured Party in Event of Default. Debtor agrees that upon the occurrence of any default set forth above, the full amount remaining unpaid on the Indebtedness secured hereby shall, at the option of Secured Party and without notice, be and become due and payable forthwith, and Secured Party shall then have the rights, options, duties and remedies of a secured party under, and the Debtor shall have the rights and duties of a debtor under, the Uniform Commercial Code of Delaware, including without limitation the right in Secured Party to take possession of the Collateral and of anything found therein, and the right without legal process to enter any premises where the Collateral may be found. Debtor further agrees in any such case to assemble the Collateral and make it available to Secured Party as directed by Secured Party. Secured Party shall have the right and power to sell, at one or more sales, as an entirety or in parcels, in public or private sales as it may elect, the Collateral, or any of it, at such place or places and otherwise in such manner and upon such notice as the Secured Party may deem appropriate, in its sole discretion, and to make conveyance to the purchaser or purchasers; and the Debtor shall warrant title to the Collateral to such purchaser or purchasers. If the Collateral is to be sold in a public sale, the Secured Party may postpone the sale of all or any portion of the Collateral by public announcement at the time and place of such sale, and from time to time thereafter may further postpone such sale by public announcement made at time of sale fixed by the preceding postponement. The right of sale hereunder shall not be exhausted by one or any sale, and the Secured Party may make other and successive sales until all of the Collateral is sold. It shall not be necessary for the Secured Party to be physically present at any such sale, or to have constructively in its possession, any or all of the personal property covered by this Security Agreement, and the Debtor shall deliver all of such personal property to the purchaser at such sale on the date of sale, and if it should be impossible or impractical to take actual delivery of such property, then the title and the right of possession to such property shall pass to the purchaser at such sale as completely as if the same had been actually present and delivered.

Remedies of the Secured Party in Event of Default. Debtor Subject to the terms of the Collateral Agent Agreement and the rights of the Senior Lenders and the holders of the Borrower’s other secured debt that ranks pari passu with the Notes, Borrower agrees that upon the occurrence of any default set forth above, the full amount remaining unpaid on the Indebtedness secured hereby shall, at the option of Secured Party and without notice, be and become due and payable forthwith, and Secured Party shall then have the rights, options, duties and remedies of a secured party Secured Party under, and the Debtor Borrower shall have the rights and duties of a debtor under, the Uniform Commercial Code of DelawareColorado, including without limitation the right in Secured Party to take possession of the Collateral and of anything found therein, and the right without legal process to enter any premises where the Collateral may be found. Debtor Borrower further agrees in any such case to assemble the Collateral and make it available to Secured Party as directed by Secured Party. Secured Party shall have the right and power to sell, at one or more sales, as an entirety or in parcels, in public or private sales as it they may elect, the Collateral, or any of it, at such place or places and otherwise in such manner and upon such notice as the Secured Party may deem appropriate, in its sole discretion, and to make conveyance to the purchaser or purchasers; and the Debtor Borrower shall warrant title to the Collateral to such purchaser or purchasers, subject to the interests of the Senior Lenders. If the Collateral is to be sold in a public sale, the Secured Party may postpone the sale of all or any portion of the Collateral by public announcement at the time and place of such sale, and from time to time thereafter may further postpone such sale by public announcement made at time of sale fixed by the preceding postponement. The right of sale hereunder shall not be exhausted by one or any sale, and the Secured Party may make other and successive sales until all of the Collateral is sold. It shall not be necessary for the Secured Party to be physically present at any such sale, or to have constructively in its their possession, any or all of the personal property covered by this Security Agreement, and the Debtor Borrower shall deliver all of such personal property to the purchaser at such sale on the date of sale, and if it should be impossible or impractical to take actual delivery of such property, then the title and the right of possession to such property shall pass to the purchaser at such sale as completely as if the same had been actually present and delivered.

Remedies of the Secured Party in Event of Default. Debtor agrees Members agree that upon the occurrence of any default set forth above, the full amount remaining unpaid on the Indebtedness secured hereby shall, at the option of Secured Party and without notice, be and become due and payable forthwith, and Secured Party shall then have the rights, options, duties and remedies of a secured party Secured Party under, and the Debtor Gemini shall have the rights and duties of a debtor under, the Uniform Commercial Code of DelawareColorado, including without limitation the right in Secured Party to take possession of the Collateral and of anything found therein, and the right without legal process to enter any premises where the Collateral may be found. Debtor further agrees in any such case to assemble the Collateral and make it available to Secured Party as directed by Secured Party. Secured Party shall have the right and power to sell, at one or more sales, as an entirety or in parcels, in public or private sales as it they may elect, the Collateral, or any of it, at such place or places and otherwise in such manner and upon such notice as the Secured Party may deem appropriate, in its sole discretion, and to make conveyance to the purchaser or purchasers; and the Debtor Members shall warrant title to the Collateral to such purchaser or purchasers. If the Collateral is to be sold in a public sale, the Secured Party may postpone the sale of all or any portion of the Collateral by public announcement at the time and place of such sale, and from time to time thereafter may further postpone such sale by public announcement made at time of sale fixed by the preceding postponement. The right of sale hereunder shall not be exhausted by one or any sale, and the Secured Party may make other and successive sales until all of the Collateral is sold. It shall not be necessary for the Secured Party to be physically present at any such sale, or to have constructively the Collateral in its their possession, any or all of the personal property covered by this Security Agreement, ; and the Debtor Members shall deliver all of such personal property the Collateral to the purchaser at such sale on the date of sale, and if it should be impossible or impractical to take actual delivery of such property, then the title and the right of possession to such property shall pass to the purchaser at such sale as completely as if the same had been actually present and delivered. SECURED PARTY COVENANTS AND AGREES THAT IN THE EVENT OF GEMINI’S DEFAULT UNDER THE NOTE, ITS RIGHTS UNDER THIS AGREEMENT MAY NOT BE EXERCISED IN WHOLE OR IN PART EXCEPT IN CONFORMITY WITH THE REQUIREMENTS OF THE RULES AND REGULATIONS OF THE COLORADO DIVISION OF GAMING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SECURED PARTY COVENANTS AND AGREES THAT IN THE EVENT OF GEMINI’S DEFAULT UNDER THE NOTE, SECURED PARTY MAY NOT TAKE POSSESSION OF GAMING ASSETS OR EQUIPMENT OR OPERATE GEMINI’S CASINO UNLESS DULY LICENSED BY THE DIVISION OF GAMING IN CONFORMITY WITH ALL LEGAL REQUIREMENTS. (a) Judicial Proceedings. Upon occurrence of an event of default, the Secured Party in lieu of or in addition to exercising the power of sale hereinabove given, may proceed by a suit or suits in equity or at law, whether for a foreclosure hereunder, or of the sale of the Collateral, or for the specific performance of any covenant or agreement herein contained or in aid of the execution of any power herein granted, or for the appointment of a receiver pending any foreclosure hereunder of the sale of the Collateral, or for the enforcement of any other appropriate legal or equitable remedy.