Common use of Beneficiary's Power of Enforcement Clause in Contracts

Beneficiary's Power of Enforcement. 3.5.1 If an Event of Default occurs and is continuing, Beneficiary, at the election of the Required Holders, shall be entitled to prepare and record on its own behalf, or to deliver to Trustee for recording, if appropriate, written declaration of default and demand for sale and written notice of breach and election to sell (or other statutory notice) to cause the Mortgaged Property to be sold either by judicial action or power of sale in accordance with the laws of the State of California to satisfy the obligations hereof, and in the case of delivery to Trustee, Trustee shall cause said notice to be filed for record. 3.5.2 After the lapse of such time as may then be required by law following the recordation of said notice of breach and election to sell, and notice of sale having been given as then required by law, Trustee without demand on Trustor, may sell the Mortgaged Property or any portion thereof at the time and place fixed by it in said notice, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder, of cash in lawful money of the United States payable at the time of sale. Trustee may, for any cause it deems expedient, postpone the sale of all or any portion of said property until it shall be completed and, in every case, notice of postponement shall be given by public announcement thereof at the time and place last appointed for the sale and from time to time thereafter Trustee may postpone such sale by public announcement at the time fixed by the preceding postponement; provided that Trustee shall give Trustor notice of such postponement to the extent required by law. Trustee shall execute and deliver to the purchaser its deed, xxxx of sale, or other instrument conveying said property so sold, but without any covenant or warranty, express or implied. The recitals in such instrument of conveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Beneficiary, may bid at the sale. 3.5.3 If any Event of Default occurs and is continuing, Beneficiary may, at the election of the Required Holders, to the extent permitted by law, either with or without entry or taking possession of the Mortgaged Property, and without regard to whether or not the indebtedness and other sums secured hereby shall be due and without prejudice to the right of Beneficiary thereafter to bring an action or proceeding to foreclose or any other action for any other Event of Default existing at the time such earlier action was commenced, proceed by any appropriate action or proceeding: (1) to enforce payment of the Secured Obligations, to the extent permitted by law, or the performance of any term hereof or any other right; (2) to foreclose this Deed of Trust in any manner provided by law for the foreclosure of mortgages or deeds of trust on real property and to sell, as an entirety or in separate lots or parcels, the Mortgaged Property or any portion thereof pursuant to the laws of the State of California or under the judgment or decree of a court or courts of competent jurisdiction, and Beneficiary shall be entitled to recover in any such proceeding all costs and expenses incident thereto, including reasonable attorneys' fees in such amount as shall be awarded by the court; (3) to exercise any or all of the rights and remedies available to it under the Financing Documents; and (4) to pursue any other remedy available to it. Beneficiary shall take action either by such proceedings or by the exercise of its powers with respect to entry or taking possession, or both, as Beneficiary may determine. 3.5.4 The remedies described in this Section 3.5 may be exercised with respect to all or any portion of the UCC Collateral, either simultaneously with the sale of any real property encumbered hereby or independent thereof. Beneficiary shall at any time be permitted to proceed with respect to all or any portion of the UCC Collateral in any manner permitted by the UCC. Trustor agrees that Beneficiary's inclusion of all or any portion of the UCC Collateral in a sale or other remedy exercised with respect to the real property encumbered hereby, as permitted by the UCC, is a commercially reasonable disposition of such property.

Beneficiary's Power of Enforcement. 3.5.1 3.3.1 If an Event of Default occurs and is continuing, BeneficiaryBeneficiary may, at the election of the Required Holdersbut shall not be obligated to, shall be entitled to prepare and record on its own behalf, or to deliver to Trustee for recording, if appropriate, written declaration of default and demand for sale and written notice of breach and election to sell (or other statutory notice) to cause the Mortgaged Encumbered Property to be sold either by judicial action or power of sale in accordance with the laws of the State of California to satisfy the obligations hereof, and in the case of delivery to Trustee, Trustee shall cause said notice to be filed for record. 3.5.2 3.3.2 After the lapse of such time as may then be required by law following the recordation of said notice of breach and of election to sell, and notice of sale having been given as then required by law, Trustee without demand on TrustorGrantor, may shall sell the Mortgaged Encumbered Property or any portion thereof at the time and place fixed by it in said notice, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder, of cash in lawful money of the United States payable at the time of sale. Trustee may, for any cause it deems expedient, postpone the sale of all or any portion of said property until it shall be completed and, in every case, notice of postponement shall be given by public announcement thereof at the time and place last appointed for the sale and from time to time thereafter Trustee may postpone such sale by public announcement at the time fixed by the preceding postponement; provided that Trustee shall give Trustor Grantor notice of such postponement to the extent required by law. Trustee shall execute and deliver to the purchaser its deed, xxxx bill of sale, or other instrument conveying said property so sold, but without any covenant or warranty, express or implied. The recitals in such instrument of conveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Beneficiary, may bid at the sale. 3.5.3 3.3.3 After deducting all costs, fees and expenses of Trustee and of this Deed of Trust, including, without limitation, costs of evidence of title and reasonable attorneys' fees of Trustee or Beneficiary in connection with a sale, Trustee shall apply the proceeds of such sale to payment of all sums expended under the terms hereof not then repaid, with accrued interest at the interest rate on the Obligations, then to the payment of all other sums then secured hereby, and the remainder, if any, to the person or persons legally entitled thereto. 3.3.4 If any Event of Default occurs and is continuing, Beneficiary may, at the election of the Required Holdersbut shall not be obligated, to the extent permitted by law, either with or without entry or taking possession of the Mortgaged Encumbered Property, and without regard to whether or not the indebtedness and other sums secured hereby shall be due and without prejudice to the right of Beneficiary thereafter to bring an action or proceeding to foreclose or any other action for any other Event of Default existing at the time such earlier action was commencedcommended, proceed by any appropriate action or proceeding: : (1) to enforce payment of the Secured Obligations, to the extent permitted by law, or the performance of any term hereof or any other right; (2) to foreclose this Deed of Trust in any manner provided by law for the foreclosure of mortgages or deeds of trust on real property and to sell, as an entirety or in separate lots or parcels, the Mortgaged Encumbered Property or any portion thereof pursuant to the laws of the State of California or under the judgment or decree of a court or courts of competent jurisdiction, and Beneficiary shall be entitled to recover in any such proceeding all costs and expenses incident thereto, including reasonable attorneys' fees in such amount as shall be awarded by the court; (3) to exercise any or all of the rights and remedies available to it under the Financing Secured Debt Documents; and (4) to pursue any other remedy available to it. Beneficiary shall may take action either by such proceedings or by the exercise of its powers with respect to entry or taking possession, or both, as Beneficiary may in its sole discretion, determine. 3.5.4 3.3.5 The remedies described in this Section 3.5 3.3 may be exercised with respect to all or any portion of the UCC Collateral, either simultaneously with the sale of any real property encumbered hereby or independent thereof. Beneficiary shall may, at any time be permitted to time, proceed with respect to all or any portion of the UCC Collateral in any manner permitted by the UCC. Trustor agrees that Beneficiary's inclusion of all or any portion of the UCC Collateral in a sale or other remedy exercised with respect to the real property encumbered hereby, as permitted by the UCC, is a commercially reasonable disposition of such property.

Beneficiary's Power of Enforcement. 3.5.1 (a) If an Event of Default occurs and is continuingoccurs, BeneficiaryBeneficiary shall be entitled, at the election of the Required Holdersits option and in its sole and absolute discretion, shall be entitled to prepare and record on its own behalf, or to deliver to Trustee for recording, if appropriate, written declaration of default and demand for sale and written notice Notice of breach Breach and election Election to sell Sell (NRS 107.080(3)) (or other statutory notice) to cause the Mortgaged Property Trust Estate to be sold either by judicial action or power of sale in accordance with the laws of the State of California to satisfy the obligations hereof, and in the case of delivery to Trustee, Trustee shall cause said notice to be filed for record. 3.5.2 (b) After the lapse of such time as may then be required by law following the recordation of said notice Notice of breach Breach and election Election to sellSell, and notice of sale having been given as then required by law, including compliance with all applicable Nevada Gaming Laws, Trustee without demand on Trustor, may shall sell the Mortgaged Property Trust Estate or any portion thereof at the time and place fixed by it in said notice, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder, of cash in lawful money of the United States payable at the time of sale. Trustee may, for any cause it deems expedient, postpone the sale of all or any portion of said property until it shall be completed and, in every case, notice of postponement shall be given by public announcement thereof at the time and place last appointed for the sale and from time to time thereafter Trustee may postpone such sale by public announcement at the time fixed by the preceding postponement; provided that Trustee shall give Trustor notice of such postponement to the extent required by law. Trustee shall execute and deliver to the purchaser its deedDeed, xxxx Xxxx of saleSale, or other instrument conveying said property so sold, but without any covenant or warranty, express or implied. The recitals in such instrument of conveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Beneficiary, may bid at the sale. 3.5.3 If any Event (c) After deducting all costs, fees and expenses of Default occurs Trustee and is continuing, Beneficiary may, at the election of the Required Holders, to the extent permitted by law, either with or without entry or taking possession of the Mortgaged Property, and without regard to whether or not the indebtedness and other sums secured hereby shall be due and without prejudice to the right of Beneficiary thereafter to bring an action or proceeding to foreclose or any other action for any other Event of Default existing at the time such earlier action was commenced, proceed by any appropriate action or proceeding: (1) to enforce payment of the Secured Obligations, to the extent permitted by law, or the performance of any term hereof or any other right; (2) to foreclose this Deed of Trust in any manner provided by law for the foreclosure Trust, including, without limitation, costs of mortgages or deeds evidence of trust on real property title and to sell, as an entirety or in separate lots or parcels, the Mortgaged Property or any portion thereof pursuant to the laws of the State of California or under the judgment or decree of a court or courts of competent jurisdiction, and Beneficiary shall be entitled to recover in any such proceeding all costs and expenses incident thereto, including reasonable attorneys' fees and other legal expenses of Trustee or Beneficiary in connection with a sale, Trustee shall apply the proceeds of such amount as shall be awarded by the court; (3) sale to exercise any or payment of all of the rights and remedies available to it sums expended under the Financing Documents; and (4) terms hereof not then repaid, with accrued interest at the rate applicable to pursue any other remedy available overdue principal set forth in the Credit Agreement to it. Beneficiary shall take action either by such proceedings or by the exercise of its powers with respect to entry or taking possession, or both, as Beneficiary may determine. 3.5.4 The remedies described in this Section 3.5 may be exercised with respect to all or any portion of the UCC Collateral, either simultaneously with the sale of any real property encumbered hereby or independent thereof. Beneficiary shall at any time be permitted to proceed with respect to all or any portion of the UCC Collateral in any manner permitted by the UCC. Trustor agrees that Beneficiary's inclusion payment of all or any portion of other sums then secured hereby and the UCC Collateral in a sale or other remedy exercised with respect remainder, if any, to the real property encumbered hereby, person or persons legally entitled thereto as permitted by the UCC, is a commercially reasonable disposition of such propertyprovided in NRS 40.

Beneficiary's Power of Enforcement. 3.5.1 (a) If an Event of Default occurs and is continuingoccurs, BeneficiaryBeneficiary shall be entitled, at the election of the Required Holdersits option and in its sole and absolute discretion, shall be entitled to prepare and record on its own behalf, or to deliver to Trustee for recording, if appropriate, written declaration of default and demand for sale and written notice Notice of breach Breach and election Election to sell Sell (NRS 107.080(3)) (or other statutory notice) to cause the Mortgaged Property Trust Estate to be sold either by judicial action or power of sale in accordance with the laws of the State of California to satisfy the obligations hereof, and in the case of delivery to Trustee, Trustee shall cause said notice to be filed for record. 3.5.2 (b) After the lapse of such time as may then be required by law following the recordation of said notice Notice of breach Breach and election Election to sellSell, and notice of sale having been given as then required by law, including compliance with all applicable Nevada Gaming Laws, Trustee without demand on Trustor, may shall sell the Mortgaged Property Trust Estate or any portion thereof at the time and place fixed by it in said notice, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder, of cash in lawful money of the United States payable at the time of sale. Trustee may, for any cause it deems expedient, postpone the sale of all or any portion of said property until it shall be completed and, in every case, notice of postponement shall be given by public announcement thereof at the time and place last appointed for the sale and from time to time thereafter Trustee may postpone such sale by public announcement at the time fixed by the preceding postponement; provided that Trustee shall give Trustor notice of such postponement to the extent required by law. Trustee shall execute and deliver to the purchaser its deedDeed, xxxx Xxxx of saleSale, or other instrument conveying said property so sold, but without any covenant or warranty, express or implied. The recitals in such instrument of conveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Beneficiary, may bid at the sale. 3.5.3 If any Event (c) After deducting all costs, fees and expenses of Default occurs Trustee and is continuing, Beneficiary may, at the election of the Required Holders, to the extent permitted by law, either with or without entry or taking possession of the Mortgaged Property, and without regard to whether or not the indebtedness and other sums secured hereby shall be due and without prejudice to the right of Beneficiary thereafter to bring an action or proceeding to foreclose or any other action for any other Event of Default existing at the time such earlier action was commenced, proceed by any appropriate action or proceeding: (1) to enforce payment of the Secured Obligations, to the extent permitted by law, or the performance of any term hereof or any other right; (2) to foreclose this Deed of Trust in any manner provided by law for the foreclosure Trust, including, without limitation, costs of mortgages or deeds evidence of trust on real property title and to sell, as an entirety or in separate lots or parcels, the Mortgaged Property or any portion thereof pursuant to the laws of the State of California or under the judgment or decree of a court or courts of competent jurisdiction, and Beneficiary shall be entitled to recover in any such proceeding all costs and expenses incident thereto, including reasonable attorneys' fees and other legal expenses of Trustee or Beneficiary in connection with a sale, Trustee shall apply the proceeds of such amount as shall be awarded by the court; (3) sale to exercise any or payment of all of the rights and remedies available to it sums expended under the Financing Documents; and (4) terms hereof not then repaid, with accrued interest at the rate applicable to pursue any other remedy available overdue principal set forth in the Mortgage Notes Indenture to it. Beneficiary shall take action either by such proceedings or by the exercise of its powers with respect to entry or taking possession, or both, as Beneficiary may determine. 3.5.4 The remedies described in this Section 3.5 may be exercised with respect to all or any portion of the UCC Collateral, either simultaneously with the sale of any real property encumbered hereby or independent thereof. Beneficiary shall at any time be permitted to proceed with respect to all or any portion of the UCC Collateral in any manner permitted by the UCC. Trustor agrees that Beneficiary's inclusion payment of all or any portion of other sums then secured hereby and the UCC Collateral in a sale or other remedy exercised with respect remainder, if any, to the real property encumbered hereby, person or persons legally entitled thereto as permitted by the UCC, is a commercially reasonable disposition of such propertyprovided in NRS 40.

Beneficiary's Power of Enforcement. 3.5.1 (a) If an Event of Default occurs and is continuing, BeneficiaryBeneficiary shall be entitled, at the election of the Required Holdersits option and in its sole and absolute discretion, shall be entitled to prepare and record on its own behalf, or to deliver to Trustee for recording, if appropriate, written declaration of default and demand for sale and written notice Notice of breach Breach and election Election to sell Sell (or other statutory notice) to cause the Mortgaged Property Trust Estate to be sold either by judicial action or power of sale in accordance with the laws of the State of California to satisfy the obligations hereof, and in the case of delivery to Trustee, Trustee shall cause said notice to be filed for record. 3.5.2 . 13 340 (b) After the lapse of such time as may then be required by law following the recordation of said notice Notice of breach Breach and election Election to sellSell, and notice of sale having been given as then required by law, Trustee without demand on Trustor, may shall sell the Mortgaged Property Trust Estate or any portion thereof at the time and place fixed by it in said notice, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder, of cash in lawful money of the United States payable at the time of sale. Trustee may, for any cause it deems expedient, postpone the sale of all or any portion of said property until it shall be completed and, in every case, notice of postponement shall be given by public announcement thereof at the time and place last appointed for the sale and from time to time thereafter Trustee may postpone such sale by public announcement at the time fixed by the preceding postponement; provided that Trustee shall give Trustor notice of such postponement to the extent required by law. Trustee shall execute and deliver to the purchaser its deedDeed, xxxx of saleBill xx Sale, or other instrument conveying said property so sold, but without any covenant or warranty, express or implied. The recitals in such instrument of conveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Beneficiary, may bid at the sale. 3.5.3 If any Event of Default occurs and is continuing, Beneficiary may, at the election of the Required Holders, to the extent permitted by law, either with or without entry or taking possession of the Mortgaged Property, and without regard to whether or not the indebtedness and other sums secured hereby shall be due and without prejudice to the right of Beneficiary thereafter to bring an action or proceeding to foreclose or any other action for any other Event of Default existing at the time such earlier action was commenced, proceed by any appropriate action or proceeding: (1) to enforce payment of the Secured Obligations, to the extent permitted by law, or the performance of any term hereof or any other right; (2) to foreclose this Deed of Trust in any manner provided by law for the foreclosure of mortgages or deeds of trust on real property and to sell, as an entirety or in separate lots or parcels, the Mortgaged Property or any portion thereof pursuant to the laws of the State of California or under the judgment or decree of a court or courts of competent jurisdiction, and Beneficiary shall be entitled to recover in any such proceeding all costs and expenses incident thereto, including reasonable attorneys' fees in such amount as shall be awarded by the court; (3) to exercise any or all of the rights and remedies available to it under the Financing Documents; and (4) to pursue any other remedy available to it. Beneficiary shall take action either by such proceedings or by the exercise of its powers with respect to entry or taking possession, or both, as Beneficiary may determine. 3.5.4 The remedies described in this Section 3.5 may be exercised with respect to all or any portion of the UCC Collateral, either simultaneously with the sale of any real property encumbered hereby or independent thereof. Beneficiary shall at any time be permitted to proceed with respect to all or any portion of the UCC Collateral in any manner permitted by the UCC. Trustor agrees that Beneficiary's inclusion of all or any portion of the UCC Collateral in a sale or other remedy exercised with respect to the real property encumbered hereby, as permitted by the UCC, is a commercially reasonable disposition of such property.