Common use of Remedies; General Clause in Contracts

Remedies; General. Upon the occurrence of a Realization Event, the Trustee, for and on behalf of the Debentureholders, may, in its absolute discretion: (a) exercise such rights and remedies as are provided by the PPSA with respect to the Collateral or any part thereof that constitutes personal property and all other rights and remedies recognized under Applicable Law against the Corporation or in respect of the Collateral or any part thereof for the enforcement of full payment and performance of all the Obligations; (b) either with or without notice, enter into and upon the Corporation’s premises and take possession of all or any part of the Collateral with full power to exclude the Corporation and additionally shall have full power and authority; (i) to carry on, manage and conduct the business operations of the Corporation respecting such Collateral and the power to borrow money in its own name or advance its own money for the purpose of such business operations, the maintenance and preservation of such Collateral or any part thereof and the making of such replacements thereof and additions thereto as it shall deem desirable and the payment of taxes, wages and other charges ranking in priority to the Charge; and (ii) to receive the revenues, incomes, issues and profits of such Collateral and to pay therefrom the costs, charges and expenses of the Trustee in carrying on the said business operations or otherwise, and all taxes, assessments and other charges against such Collateral ranking in priority to the Charge the payment of which may be necessary to preserve such Collateral, and to apply the remainder of the monies so received in the same manner as if the same arose from a sale or realization of such Collateral; (c) either after entry as aforesaid or after other entries, or without any entry, sell or dispose of the Collateral, either as a whole or in separate parcels, by private contract, at public auction, by public tender, by lease or by deferred payment arrangement; (d) make any such sale or disposition of the Collateral either for cash or upon credit and upon such reasonable conditions as to upset or reserve bid or price and terms of payment as it may deem proper; to rescind or vary any contract or sale that may have been entered into and re-sell with or under any of the powers conferred herein; to adjourn such sale from time to time; and to execute and deliver to the purchaser or purchasers of the Collateral or any part thereof, good and sufficient deed or deeds for the same, and any such sale or disposition made as aforesaid shall be a perpetual bar at law and in equity against the Corporation and all other Persons claiming the Collateral or any part or parcel thereof, by, from, through, or under the Corporation. The Trustee and any Debentureholder may become a purchaser at any sale of the Collateral or any part thereof; (e) with or without entry or sale as aforesaid, in its discretion, proceed to protect and enforce its rights under this Trust Indenture by sale under judgment order in any judicial proceeding or by foreclosure or a suit or suits in equity or at law or otherwise whether for the specific performance of any covenant or agreement contained in this Trust Indenture or in aid of the execution of any power granted in this Trust Indenture or in aid of the execution of this Trust Indenture or for the filing of such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claim of the Trustee lodged in any bankruptcy, winding-up or other judicial proceeding, or for the enforcement of any other legal or equitable remedy as the Trustee shall deem most effective to protect and enforce any of the rights or duties of the Trustee; or (f) in lieu of appointing a Receiver as provided in Section 10.7, apply to any court or courts of competent jurisdiction for the appointment of a Receiver of the Collateral or any part thereof, with such powers as the court or courts making such appointment or appointments shall confer.

Remedies; General. Upon the occurrence of a Realization Eventan Event of Default, compliance with the TrusteeAct and the Regulations (including, for and on behalf without limitation, obtaining any required affirmative approvals of the Debentureholders, may, in Nevada Gaming Commission or the State Gaming Control Board) Administrative Agent shall be entitled to exercise all of its absolute discretion: (a) exercise such rights and remedies as provided for under this Pledge Agreement, the Credit Agreement, any other Credit Documents to which Sands is a party, the UCC and other applicable Governmental Rules. Without limiting the generality of the foregoing, Sands expressly agrees that in any such event Administrative Agent, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Sands or any other person (all and each of which demands, advertisements and notices are provided hereby expressly waived to the maximum extent permitted by the PPSA with respect to the Collateral or any part thereof that constitutes personal property UCC and all other rights and remedies recognized under Applicable Law against the Corporation or in respect of the Collateral or any part thereof for the enforcement of full payment and performance of all the Obligations; (b) either with or without noticeapplicable law), enter into and upon the Corporation’s premises and take possession of all or any part of the Collateral with full power to exclude the Corporation and additionally shall have full power and authority; may (i) to carry onforthwith collect, manage receive, appropriate, foreclose upon and conduct the business operations of the Corporation respecting such Collateral and the power to borrow money in its own name or advance its own money for the purpose of such business operations, the maintenance and preservation of such Collateral or any part thereof and the making of such replacements thereof and additions thereto as it shall deem desirable and the payment of taxes, wages and other charges ranking in priority to the Charge; and (ii) to receive the revenues, incomes, issues and profits of such Collateral and to pay therefrom the costs, charges and expenses of the Trustee in carrying on the said business operations or otherwise, and all taxes, assessments and other charges against such Collateral ranking in priority to the Charge the payment of which may be necessary to preserve such Collateral, and to apply the remainder of the monies so received in the same manner as if the same arose from a sale or realization of such Collateral; (c) either after entry as aforesaid or after other entries, or without any entry, sell or dispose of realize upon the Collateral, either as a whole or in separate parcels, by private contract, at public auction, by public tender, by lease or by deferred payment arrangement; (d) make any such sale or disposition of the Collateral either for cash or upon credit and upon such reasonable conditions as to upset or reserve bid or price and terms of payment as it may deem proper; to rescind or vary any contract or sale that may have been entered into and re-sell with or under any of the powers conferred herein; to adjourn such sale from time to time; and to execute and deliver to the purchaser or purchasers of the Collateral or any part thereof, good and sufficient deed may forthwith sell, lease, assign, give an option or deeds for the same, and any such sale options to purchase or disposition made as aforesaid shall be a perpetual bar at law and in equity against the Corporation and all other Persons claiming the Collateral or any part or parcel thereof, by, from, through, or under the Corporation. The Trustee and any Debentureholder may become a purchaser at any sale of the Collateral or any part thereof; (e) with or without entry or sale as aforesaid, in its discretion, proceed to protect and enforce its rights under this Trust Indenture by sale under judgment order in any judicial proceeding or by foreclosure or a suit or suits in equity or at law sell or otherwise whether for the specific performance dispose of any covenant and deliver said Collateral (or agreement contained in this Trust Indenture or in aid of the execution of any power granted in this Trust Indenture or in aid of the execution of this Trust Indenture or for the filing of such proofs of claim and other papers or documents as may be necessary or advisable in order contract to have the claim of the Trustee lodged in any bankruptcydo so), winding-up or other judicial proceeding, or for the enforcement of any other legal or equitable remedy as the Trustee shall deem most effective to protect and enforce any of the rights or duties of the Trustee; or (f) in lieu of appointing a Receiver as provided in Section 10.7, apply to any court or courts of competent jurisdiction for the appointment of a Receiver of the Collateral or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or brokers board or at any of Administrative Agent’s offices or elsewhere at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Sands authorizes Administrative Agent, on the terms set forth in this Paragraph 7, to take possession of the Collateral, or any part of it, and to pay, purchase, contest, or compromise any encumbrance, charge, or lien which, in the opinion of Administrative Agent, appears to be prior or superior to its security interest. Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Sands hereby releases. Administrative Agent may sell the Collateral without giving any warranties as to the Collateral and may specifically disclaim any warranties of title, which procedures shall not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. Administrative Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Subparagraph 7(g), below, and only after so paying over such net proceeds and after the payment by Administrative Agent of any other amount required by any provision of law, including Section 9608(a)(1)(C) of the UCC (or any other then applicable provision of the UCC), shall Administrative Agent account for the surplus, if any, to Sands. To the maximum extent permitted by applicable law, Sands waives all claims, damages, and demands against Administrative Agent arising out of the repossession, retention or sale of the Collateral except such as arise out of the gross negligence or willful misconduct of Administrative Agent. Sands agrees that Administrative Agent need not give more than ten (10) days prior written notice (which notification shall be deemed given in accordance with the Credit Agreement) of the time and place of any public sale or of the time after which a private sale may take place and that such powers as the court or courts making notice is reasonable notification of such appointment or appointments shall confermatters.

Remedies; General. Upon the occurrence of a Realization Event, the Trustee, for and on behalf of the Debentureholders, may, in its absolute discretion: (a) exercise such rights and remedies as are provided by the PPSA with respect to the Collateral or any part thereof that constitutes personal property and all other rights and remedies recognized under Applicable Law against the Corporation or in respect of the Collateral or any part thereof for the enforcement of full payment and performance of all the Obligations; (b) either with or without notice, enter into and upon the Corporation’s premises and take possession of all or any part of the Collateral with full power to exclude the Corporation and additionally shall have full power and authority; (i) to carry on, manage and conduct the business operations of the Corporation respecting such Collateral and the power to borrow money in its own name or advance its own money for the purpose of such business operations, the maintenance and preservation of such Collateral or any part thereof and the making of such replacements thereof and additions thereto as it shall deem desirable and the payment of taxes, wages and other charges ranking in priority to the Charge; and (ii) to receive the revenues, incomes, issues and profits of such Collateral and to pay therefrom the costs, charges and expenses of the Trustee in carrying on the said business operations or otherwise, and all taxes, assessments and other charges against such Collateral ranking in priority to the Charge the payment of which may be necessary to preserve such Collateral, and to apply the remainder of the monies so received in the same manner as if the same arose from a sale or realization of such Collateral; (c) either after entry as aforesaid or after other entries, or without any entry, sell or dispose of the Collateral, either as a whole or in separate parcels, by private contract, at public auction, by public tender, by lease or by deferred payment arrangement; (d) make any such sale or disposition of the Collateral either for cash or upon credit and upon such reasonable conditions as to upset or reserve bid or price and terms of payment as it may deem proper; to rescind or vary any contract or sale that may have been entered into and re-sell with or under any of the powers conferred herein; to adjourn such sale from time to time; and to execute and deliver to the purchaser or purchasers of the Collateral or any part thereof, good and sufficient deed or deeds for the same, and any such sale or disposition made as aforesaid shall be a perpetual bar at law and in equity against the Corporation and all other Persons claiming the Collateral or any part or parcel thereof, by, from, through, or under the Corporation. The Trustee and any Debentureholder may become a purchaser at any sale of the Collateral or any part thereof; (e) with or without entry or sale as aforesaid, in its discretion, proceed to protect and enforce its rights under this Trust Indenture by sale under judgment order in any judicial proceeding or by foreclosure or a suit or suits in equity or at law or otherwise whether for the specific performance of any covenant or agreement contained in this Trust Indenture or in aid of the execution of any power granted in this Trust Indenture or in aid of the execution of this Trust Indenture or for the filing of such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claim of the Trustee lodged in any bankruptcy, winding-up or other judicial proceeding, or for the enforcement of any other legal or equitable remedy as the Trustee shall deem most effective to protect and enforce any of the rights or duties of the Trustee; or (f) in lieu of appointing a Receiver as provided in Section 10.79.7, apply to any court or courts of competent jurisdiction for the appointment of a Receiver of the Collateral or any part thereof, with such powers as the court or courts making such appointment or appointments shall confer.