Foreclosure-Power of Sale. To the extent, and in the manner permitted by law, Beneficiary may elect to exercise the non-judicial power of sale which is hereby conferred under the terms of this Deed of Trust and as provided for by the statutes of the State of California. The power of sale shall be exercised by notifying Trustee hereunder of that election and depositing with Trustee this Deed of Trust or the original Note and receipts and evidence of expenditures made and secured hereby as Trustee may reasonably require. Upon receipt of any such notice from Beneficiary, Trustee shall cause to be recorded, published and delivered to Trustor such Notice of Default and Election to Sell as is then required by applicable California law and by this Deed of Trust, which notice shall, to the extent required by the law of California, set forth, among other things, the nature of the breach(es) or default(s), the action(s) required to effect a cure thereof and the time period within which that cure may be effected. If no cure is effected within the statutory time limits following recordation of the Notice of Default and Election to Sell and after Notice of Sale has been given as required by the above referenced statutes, Trustee may, at the direction of Beneficiary, without further notice or demand, sell and convey the Mortgaged Property in accordance with applicable California law. The Mortgaged Property may be sold as a whole or in separate lots, parcels or items and in such order as Beneficiary may direct, at public auction to the highest bidder for cash in lawful money of the United States payable at the time of sale. Trustee shall deliver to such purchaser(s) good and sufficient deed or deeds conveying the property so sold, but without any covenant or warranty express or implied. The recitals in such deed of any matter or fact shall be conclusive proof of the truthfulness thereof. Any Person, including Trustor, Trustee or Beneficiary, may purchase at any such sale. To the extent permitted by applicable statutes, Trustee may postpone the sale of all or any portion of the Mortgaged Property by public announcement at the time and place of sale, and from time to time thereafter may again postpone the sale by public announcement at the time and place of sale or subsequently noticed sale, and without further notice may make such sale at the time fixed at the last postponement or may, in its discretion, give a new notice of sale. A sale of less then all of the Mortgaged Property or any defective or irregular sale made hereunder shall not exhaust the power of sale provided for herein, and subsequent sales may be made hereunder until all Obligations have been satisfied or the entire Mortgaged Property sold, without defect or irregularity. No action of Beneficiary or Trustee based upon the provisions contained herein or contained in the applicable statutes, including, without limitation, the giving of the Notice of Default and Election to Sell or the Notice of Sale, shall constitute an election of remedies which would preclude Beneficiary from pursuing judicial foreclosure before a completed sale pursuant to the power of sale contained herein. Beneficiary, with or without entry, personally or by its agents or attorneys, insofar as applicable, and in addition to any and every other remedy, may (i) sell to the extent permitted by law and pursuant to the power of sale granted herein, all and singular the Mortgaged Property, and all estate, right, title and interest, claim and demand therein, and right of redemption thereof, at one or more sales, as an entirety or in parcels, and at such times and places as required or permitted by law and as are customary in the county in which the Mortgaged Property is located and upon such terms as Beneficiary may fix and specify in the notice of sale to be given to Trustor (and on such other notice published or otherwise given as provided by law), or as may be required by law; (ii) institute proceedings for the complete or partial foreclosure of this Deed of Trust under the provisions of the laws of the jurisdiction or jurisdictions in which the Mortgaged Property or any part thereof is located, or under any other applicable provision of law; or (iii) take all steps to protect and enforce the rights of Beneficiary, whether by action, suit or proceeding in equity or at law (for the specific performance of any covenant, condition or agreement contained in this Deed of Trust, or in aid of the execution of any power herein granted, or for any foreclosure hereunder, or for the enforcement of any other appropriate legal or equitable remedy), or otherwise, as Beneficiary, being advised by counsel and its financial advisor, shall deem most advisable to protect and enforce any of their rights or duties hereunder.
Appears in 1 contract
Foreclosure-Power of Sale. To The Lessee hereby grants to First American Title Insurance Company, as trustee (together with all successor trustees, the extent"Trustee"), IN TRUST, WITH POWER OF SALE, all of the Lessee's right, title and interest in and to the manner permitted by lawProperties and, Beneficiary may elect to exercise upon the non-judicial power occurrence of sale which is hereby conferred under the terms a Lease Event of Default and following termination of this Deed of Trust and as provided for Master Lease by the statutes Lessor, the Lessor shall have the power and authority, after proper notice and lapse of such time as may be required by law and by the State of California. The power of sale shall be exercised Master Lease, to cause the Trustee to sell any Property or the Properties by notifying the Trustee hereunder of that election and depositing with the Trustee this Deed of Trust or the original Note instrument and receipts and evidence of expenditures made and secured hereby as the Trustee may reasonably require. Upon receipt of any such notice from Beneficiarythe Lessor, the Trustee shall cause to be recorded, published and delivered to Trustor Lessee such Notice of Default and Election to Sell as is then required by applicable California law statutory authority and by this Deed of Trustinstrument, which notice shall, to the extent required by the law of California, shall set forth, among other things, the nature of the breach(es) or default(s), the action(s) required to Master Lease effect a cure thereof and the time period within which that cure may be effected. If no cure is effected within the statutory time limits following recordation of the Notice of Default and Election to Sell and after Notice of Sale has been given as required by the above above-referenced statutes, the Trustee may, at the direction of Beneficiary, may without further notice or demand, demand sell and convey any Property or the Mortgaged Property Properties in accordance with applicable California lawthe above-referenced statutes. The Mortgaged Each Property may be sold as a whole or in separate lots, parcels or items and in such order as Beneficiary the Lessor may direct, at public auction to the highest bidder for cash in lawful money of the United States payable at the time of sale. The Trustee shall deliver to such purchaser(s) a good and sufficient deed or deeds conveying the property so sold, but without any covenant or warranty express or implied. The recitals in such deed of any matter or fact shall be conclusive proof of the truthfulness thereof. Any Person, including Trustorthe Lessee, the Trustee or Beneficiarythe Lessor, may purchase at any sale. After deducting all costs, fees and expenses of the Lessor and the Trustee, including costs of evidence of title in connection with any sale, the Lessor shall apply the proceeds of sale, in the following order of priority, to payment of the following (collectively referred to herein as the "Obligated Amounts"): (i) first, all amounts expended by or for the account of the Lessor under the terms hereof and not then repaid, with accrued interest at the Overdue Rate; and (ii) second, all other amounts then due and owing hereunder including, without limitation, all Basic Rent, Supplemental Rent, the full amount of the Lease Balance as of the date of sale as if this Lease had been terminated with respect to all of the Properties then subject to this Lease under Section 18.1, and all other amounts then payable by the Lessee under this Lease and the other Operative Documents, with the Lessor having the right to apply the proceeds of sale to the amounts described above in this clause (ii) in such saleorder, proportion and priority as the Lessor may elect in its sole and absolute discretion. To the extent permitted by applicable statutes, the Trustee may postpone the sale of all or any portion of any Property or the Mortgaged Property Properties by public announcement at the time and place of sale, and from time to time thereafter may again postpone the that sale by public announcement at the time and place of sale or subsequently noticed sale, and without further notice may make such sale at the time fixed at the last postponement or may, in its discretion, give a new notice of sale. A sale of less then than all of any Property or the Mortgaged Property Properties or any defective or irregular sale made hereunder shall not exhaust the power of sale provided for herein, and subsequent sales may be made hereunder until all Obligations of the Obligated Amounts have been Master Lease satisfied or all the entire Mortgaged Property Properties have been sold, without defect or irregularity. No action of Beneficiary the Lessor or the Trustee based upon the provisions contained herein or contained in the applicable statutes, including, without limitation, the giving of the Notice of Default and Election to Sell or the Notice of Sale, shall constitute an election of remedies which would preclude Beneficiary the Lessor from pursuing judicial foreclosure before a completed sale pursuant to the power of sale contained herein. BeneficiaryThe Lessor shall have the right, with the irrevocable consent of the Lessee hereby given and evidenced by the execution of this instrument, to obtain appointment of a receiver by any court of competent jurisdiction without further notice to the Lessee, which receiver shall be authorized and empowered to enter upon and take possession of any Property or without entrythe Properties, personally including all personal property used upon or in connection with the real property herein conveyed, to let any Property or the Properties, to receive all the rents, issues and profits, if any, which may be due or become due in respect to the leasing of any Property or the Properties to another party (herein, "Property Rents"), and apply the Property Rents after payment of all necessary charges and expenses to reduction of the Obligated Amounts in such order, proportion and priority as the Lessor may elect. At the option of the Lessor, the receiver shall accomplish entry and taking possession of any Property or the Properties by actual entry and possession or by notice to the Lessee. The receiver so appointed by a court of competent jurisdiction shall be empowered to issue receiver's certificates for funds advanced by the Lessor for the purpose of protecting the value of any Property or the Properties as security for the Obligated Amounts. The amounts evidenced by receiver's certificates shall bear interest at the Overdue Rate and may be added to the Obligated Amounts if the Lessee or a junior lienholder purchases any Property or the Properties at the trustee's sale. The Trustee or any successor acting hereunder may resign and thereupon be discharged of the trusts hereunder upon thirty (30) days' prior written notice to the Lessor. Regardless of whether the Trustee resigns, the Lessor may, from time to time, substitute a successor or successors to any Trustee named herein or acting hereunder in accordance with any statutory procedure for such substitution; or if Lessor, in its agents or attorneyssole and absolute discretion, insofar as applicableso elects, and in addition to any and every other remedy, may (i) sell to the extent if permitted by law and pursuant to law, the power of sale granted hereinLessor may substitute such successors or successors by recording, all and singular the Mortgaged Property, and all estate, right, title and interest, claim and demand therein, and right of redemption thereof, at one or more sales, as an entirety or in parcels, and at such times and places as required or permitted by law and as are customary in the county in which the Mortgaged Property is located and upon such terms as Beneficiary may fix and specify in the notice of sale to be given to Trustor (and on such other notice published or otherwise given as provided by law), or as may be required by law; (ii) institute proceedings for the complete or partial foreclosure of this Deed of Trust under the provisions office of the laws recorder of the jurisdiction county or jurisdictions in which the Mortgaged counties where such Property or any part thereof is located, or under any other applicable provision of law; or (iii) take all steps to protect a document executed by the Lessor and enforce containing the rights of Beneficiary, whether by action, suit or proceeding in equity or at law (for the specific performance of any covenant, condition or agreement contained in this Deed of Trust, or in aid name of the execution of any power herein granted, or for any foreclosure original Lessee and Lessor hereunder, or for the enforcement of any other appropriate legal or equitable remedy), or otherwise, as Beneficiary, being advised by counsel book and its financial advisor, shall deem most advisable to protect and enforce any of their rights or duties hereunder.page where this instrument
Appears in 1 contract
Samples: Master Lease (Cisco Systems Inc)
Foreclosure-Power of Sale. To The Lessee hereby grants to Chicago Title Insurance Company, as trustee (together with all successor trustees, the extent"Trustee"), IN TRUST, WITH POWER OF SALE, all of the Lessee's right, title and interest in and to the manner permitted by lawProperties and, Beneficiary may elect to exercise upon the non-judicial power occurrence of sale which is hereby conferred under the terms a Lease Event of Default and following termination of this Deed of Trust and as provided for Master Lease by the statutes Lessor, the Lessor shall have the power and authority, after proper notice and lapse of such time as may be required by law and by the State of California. The power of sale shall be exercised Master Lease, to cause the Trustee to sell any Property or the Properties by notifying the Trustee hereunder of that election and depositing with the Trustee this Deed of Trust or the original Note instrument and receipts and evidence of expenditures made and secured hereby as the Trustee may reasonably require. Upon receipt of any such notice from Beneficiarythe Lessor, the Trustee shall cause to be recorded, published and delivered to Trustor Lessee such Notice of Default and Election to Sell as is then required by applicable California law statutory authority and by this Deed of Trustinstrument, which notice shall, to the extent required by the law of California, shall set forth, among other things, the nature of the breach(es) or default(s), the action(s) required to effect a cure thereof and the time period within which that cure may be effected. If no cure is effected within the statutory time limits following recordation of the Notice of Default and Election to Sell and after Notice of Sale has been given as required by the above above-referenced statutes, the Trustee may, at the direction of Beneficiary, may without further notice or demand, demand sell and convey any Property or the Mortgaged Property Properties in accordance with applicable California lawthe above-referenced statutes. The Mortgaged Each Property may be sold as a whole or in separate lots, parcels or items and in such order as Beneficiary the Lessor may direct, at public auction to the highest bidder for cash in lawful money of the United States payable at the time of sale. The Trustee shall deliver to such purchaser(s) a good and sufficient deed or deeds conveying the property so sold, but without any covenant or warranty express or implied. The recitals in such deed of any matter or fact shall be conclusive proof of the truthfulness thereof. Any Person, including Trustorthe Lessee, the Trustee or Beneficiarythe Lessor, may purchase at any sale. After deducting all costs, fees and expenses of the Lessor and the Trustee, including costs of evidence of title in connection with any sale, the Lessor shall apply the proceeds of sale, in the following order of priority, to payment of the following (collectively referred to herein as the "Obligated Amounts"): (i) first, all amounts expended by or for the account of the Lessor under the terms hereof and not then repaid, with accrued interest at the Overdue Rate; and (ii) second, all other amounts then due and owing hereunder including, without limitation, all Basic Rent, Supplemental Rent, the full amount of the Lease Balance as of the date of sale as if this Lease had been terminated with respect to all of the Properties then subject to this Lease under Section 18.1, and all other amounts then payable by the Lessee under this Lease and the other Operative Documents, with the Lessor having the right to apply the proceeds of sale to the amounts described above in this clause (ii) in such saleorder, proportion and priority as the Lessor may elect in its sole and absolute discretion. To the extent permitted by applicable statutes, the Trustee may postpone the sale of all or any portion of any Property or the Mortgaged Property Properties by public announcement at the time and place of sale, and from time to time thereafter may again postpone the that sale by public announcement at the time and place of sale or subsequently noticed sale, and without further notice may make such sale at the time fixed at the last postponement or may, in its discretion, give a new notice of sale. A sale of less then than all of any Property or the Mortgaged Property Properties or any defective or irregular sale made hereunder shall not exhaust the power of sale provided for herein, and subsequent sales may be made hereunder until all Obligations of the Obligated Amounts have been satisfied or all the entire Mortgaged Property Properties have been sold, without defect or irregularity. No action of Beneficiary the Lessor or the Trustee based upon the provisions contained herein or contained in the applicable statutes, including, without limitation, the giving of the Notice of Default and Election to Sell or the Notice of Sale, shall constitute an election of remedies which would preclude Beneficiary the Lessor from pursuing judicial foreclosure before a completed sale pursuant to the power of sale contained herein. BeneficiaryThe Lessor shall have the right, with the irrevocable consent of the Lessee hereby given and evidenced by the execution of this instrument, to obtain appointment of a receiver by any court of competent jurisdiction without further notice to the Lessee, which receiver shall be authorized and empowered to enter upon and take possession of any Property or without entrythe Properties, personally including all personal property used upon or in connection with the real property herein conveyed, to let any Property or the Properties, to receive all the rents, issues and profits, if any, which may be due or become due in respect to the leasing of any Property or the Properties to another party (herein, "Property Rents"), and apply the Property Rents after payment of all necessary charges and expenses to reduction of the Obligated Amounts in such order, proportion and priority as the Lessor may elect. At the option of the Lessor, the receiver shall accomplish entry and taking possession of any Property or the Properties by actual entry and possession or by notice to the Lessee. The receiver so appointed by a court of competent jurisdiction shall be empowered to issue receiver's certificates for funds advanced by the Lessor for the purpose of protecting the value of any Property or the Properties as security for the Obligated Amounts. The amounts evidenced by receiver's certificates shall bear interest at the Overdue Rate and may be added to the Obligated Amounts if the Lessee or a junior lienholder purchases any Property or the Properties at the trustee's sale. The Trustee or any successor acting hereunder may resign and thereupon be discharged of the trusts hereunder upon thirty (30) days' prior written notice to the Lessor. Regardless of whether the Trustee resigns, the Lessor may, from time to time, substitute a successor or successors to any Trustee named herein or acting hereunder in accordance with any statutory procedure for such substitution; or if Lessor, in its agents sole and absolute discretion, so elects, and if permitted by law, the Lessor may substitute such successors or attorneyssuccessors by recording, insofar in the office of the recorder of the county or counties where such Property is located, a document executed by the Lessor and containing the name of the original Lessee and Lessor hereunder, the book and page where this instrument (or a memorandum hereof) is recorded (and/or instrument number, as applicable) and the name of the new Trustee, and in addition to any and every other remedywhich instrument shall be conclusive proof of proper substitution of such successor Trustee or Trustees, may (i) sell who shall, without conveyance from the predecessor Trustee, succeed to the rights, powers and duties hereunder. It is acknowledged that A POWER OF SALE HAS BEEN GRANTED IN THIS INSTRUMENT; A POWER OF SALE MAY ALLOW LESSOR TO TAKE THE PROPERTIES AND SELL THEM WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY THE LESSEE UNDER THIS INSTRUMENT. The Lessor acknowledges and agrees that upon the declaration of an Event of Default, to the maximum extent permitted by law law, the Lessee waives any right to contest the sum of the Lessor Balance and the Loan Balance as the liquidated sum due upon acceleration of this instrument. If, pursuant to the power exercise by the Lessor of sale granted hereinits remedies pursuant to this Section 16.2, all and singular the Mortgaged Property, Lease Balance and all estateother amounts due and owing from the Lessee under this Master Lease and the other Operative Documents have been paid in full, rightthen the Lessor shall remit to the Lessee any excess amounts received by the Lessor. The obligation to deliver such excess to the Lessee shall survive this Master Lease. The Lessor agrees that for thirty (30) days after the declaration of the occurrence of an Event of Default, title and interest, claim and demand therein, and right of redemption thereof, at one or more sales, as an entirety or Lessor shall forebear from exercising the remedies set forth in parcels, and at such times and places as required or permitted by law and as are customary in the county in which the Mortgaged Property is located and upon such terms as Beneficiary may fix and specify in the notice of sale to be given to Trustor clauses (and on such other notice published or otherwise given as provided by lawc), (j) or as may be required by law; (iik) institute proceedings for the complete or partial foreclosure of this Deed Section 16.2 during which time Lessee may tender to the Lessor in immediately available funds the Lease Balance and all past due and accrued and unpaid Rent upon the receipt of Trust under which Lessor shall transfer all Parcels of Land and related Improvements to the provisions of the laws of the jurisdiction Lessee or jurisdictions its designee in which the Mortgaged Property or any part thereof is located, or under any other applicable provision of law; or (iii) take all steps to protect and enforce the rights of Beneficiary, whether by action, suit or proceeding in equity or at law (for the specific performance of any covenant, condition or agreement contained in this Deed of Trust, or in aid of the execution of any power herein granted, or for any foreclosure hereunder, or for the enforcement of any other appropriate legal or equitable remedy), or otherwise, as Beneficiary, being advised by counsel and its financial advisor, shall deem most advisable to protect and enforce any of their rights or duties hereunderaccordance with Article XXI hereof.
Appears in 1 contract
Foreclosure-Power of Sale. To Lessee hereby grants to First American Title Guaranty Company, as trustee (together with all successor trustees, the extent"Trustee"), IN TRUST, WITH POWER OF SALE, all of Lessee's right, title and interest in and to the manner permitted Properties and, upon the occurrence of a Lease Event of Default, Lessor shall have the power and authority, after proper notice and lapse of such time as may be required by law, Beneficiary may elect to exercise cause Trustee to sell any Property or the non-judicial power of sale which is hereby conferred under the terms of this Deed of Trust and as provided for by the statutes of the State of California. The power of sale shall be exercised Properties by notifying Trustee hereunder of that election and depositing with Trustee this Deed of Trust or the original Note instrument and receipts and evidence of expenditures made and secured hereby as Trustee may reasonably require. Upon receipt of any such notice from BeneficiaryLessor, Trustee shall cause to be recorded, published and delivered to Trustor Lessee such Notice of Default and Election to Sell as is then required by applicable California law statutory authority and by this Deed of Trustinstrument, which notice shall, to the extent required by the law of California, shall set forth, among other things, the nature of the breach(es) or default(s), the action(s) required to effect a cure thereof and the time period within which that cure may be effected. If no cure is effected within the statutory time limits following recordation of the Notice of Default and Election to Sell and after Notice of Sale has been given as required by the above above-referenced statutes, Trustee may, at the direction of Beneficiary, may without further notice or demand, demand sell and convey any Property or the Mortgaged Property Properties in accordance with applicable California lawthe above-referenced statutes. The Mortgaged Each Property may be sold as a whole or in separate lots, parcels or items and in such order as Beneficiary Lessor may direct, at public auction to the highest bidder for cash in lawful money of the United States payable at the time of sale. Trustee shall deliver to such purchaser(s) a good and sufficient deed or deeds conveying the property so sold, but without any covenant or warranty express or implied. The recitals in such deed of any matter or fact shall be conclusive proof of the truthfulness thereof. Any Person, including TrustorLessee, Trustee or BeneficiaryLessor, may purchase at any such sale. To After deducting all costs, fees and expenses of Lessor and Trustee, including costs of evidence of title in connection with any sale, Lessor shall apply the extent permitted by applicable statutes, Trustee may postpone the sale of all or any portion of the Mortgaged Property by public announcement at the time and place proceeds of sale, in the following order of priority, to payment of the following (collectively, the "Obligations"): (i) first, all amounts expended by or for the account of Lessor under the terms hereof and from time to time thereafter may again postpone the sale by public announcement not then repaid, with accrued interest at the time Overdue Rate; and place of sale or subsequently noticed sale(ii) second, all other amounts then due and without further notice may make such sale at the time fixed at the last postponement or may, in its discretion, give a new notice of sale. A sale of less then all of the Mortgaged Property or any defective or irregular sale made owing hereunder shall not exhaust the power of sale provided for herein, and subsequent sales may be made hereunder until all Obligations have been satisfied or the entire Mortgaged Property sold, without defect or irregularity. No action of Beneficiary or Trustee based upon the provisions contained herein or contained in the applicable statutes, including, without limitation, all Basic Rent, Supplemental Rent, the giving full amount of the Notice of Default and Election to Sell or the Notice of Sale, shall constitute an election of remedies which would preclude Beneficiary from pursuing judicial foreclosure before a completed sale pursuant to the power of sale contained herein. Beneficiary, with or without entry, personally or by its agents or attorneys, insofar as applicable, and in addition to any and every other remedy, may (i) sell to the extent permitted by law and pursuant to the power of sale granted herein, all and singular the Mortgaged Property, and all estate, right, title and interest, claim and demand therein, and right of redemption thereof, at one or more sales, as an entirety or in parcels, and at such times and places as required or permitted by law and as are customary in the county in which the Mortgaged Property is located and upon such terms as Beneficiary may fix and specify in the notice of sale to be given to Trustor (and on such other notice published or otherwise given as provided by law), or as may be required by law; (ii) institute proceedings for the complete or partial foreclosure of this Deed of Trust under the provisions of the laws of the jurisdiction or jurisdictions in which the Mortgaged Property or any part thereof is located, or under any other applicable provision of law; or (iii) take all steps to protect and enforce the rights of Beneficiary, whether by action, suit or proceeding in equity or at law (for the specific performance of any covenant, condition or agreement contained in this Deed of Trust, or in aid of the execution of any power herein granted, or for any foreclosure hereunder, or for the enforcement of any other appropriate legal or equitable remedy), or otherwise, as Beneficiary, being advised by counsel and its financial advisor, shall deem most advisable to protect and enforce any of their rights or duties hereunder.Lease
Appears in 1 contract
Foreclosure-Power of Sale. To The Lessee hereby grants to Chicago Title Insurance Company, as trustee (together with all successor trustees, the extent"Trustee"), IN TRUST, WITH POWER OF SALE AND RIGHT OF ENTRY, all of the Lessee's right, title and interest in and to the manner permitted by lawProperty and, Beneficiary may elect to exercise upon the non-judicial power occurrence of sale which is hereby conferred under the terms a Lease Event of Default and following termination of this Deed of Trust and as provided for Master Lease by the statutes Lessor, the Lessor shall have the power and authority, after proper notice and lapse of such time as may be required by law and by this Master Lease, to cause the State of California. The power of sale shall be exercised Trustee to sell the Property by notifying the Trustee hereunder of that election and depositing with the Trustee this Deed of Trust or the original Note instrument and receipts and evidence of expenditures made and secured hereby as the Trustee may reasonably require. Upon receipt of any such notice from Beneficiarythe Lessor, the Trustee shall cause to be recorded, published and delivered to Trustor Lessee such notice of default and election to sell ("Notice of Default and Election to Sell Sell") as is then required by applicable California law statutory authority and by this Deed of Trustinstrument, which notice shall, to the extent required by the law of California, shall set forth, among other things, the nature of the breach(es) or default(s), the action(s) required to effect a cure thereof and the time period within which that cure may be effected. If no cure is effected within the statutory time limits following recordation of the Notice of Default and Election to Sell and after Notice of Sale has been given as required by the above above-referenced statutes, the Trustee may, at the direction of Beneficiary, may without further notice or demand, demand sell and convey the Mortgaged Property in accordance with applicable California lawthe above-referenced statutes. The Mortgaged Property may be sold as a whole or in separate lots, parcels or items and in such order as Beneficiary the Lessor may direct, at public auction to the highest bidder for cash in lawful money of the United States payable at the time of sale. The Trustee shall deliver to such purchaser(s) a good and sufficient deed or deeds conveying the property so sold, but without any covenant or warranty express or implied. The recitals in such deed of any matter or fact shall be conclusive proof of the truthfulness thereof. Any Person, including Trustorthe Lessee, the Trustee or Beneficiarythe Lessor, may purchase at any such sale. To After deducting all costs, fees and expenses of the extent permitted Lessor and the Trustee, including costs of evidence of title in connection with any sale, the Lessor shall apply the proceeds of sale, in the following order of priority, to payment of the following (collectively referred to herein as the "Obligated Amounts"): (i) first, all amounts expended by applicable statutesor for the account of the Lessor under the terms hereof and not then repaid, with accrued interest at the Overdue Rate; (ii) second, as set forth in Article VII of the Participation Agreement; and (iii) the remainder, if any, to the Person or Persons legally entitled thereto. Subject to California Civil Code Section 2924(g), the Trustee may postpone the sale of all or any portion of the Mortgaged Property by public announcement at the time and place of sale, and from time to time thereafter may again postpone the that sale by public announcement at the time and place of sale or subsequently noticed sale, and without further notice may make such sale at the time fixed at the last postponement or may, in its discretion, give a new notice of sale. A sale of less then than all of the Mortgaged Property or any defective or irregular sale made hereunder shall not exhaust the power of sale provided for herein, and subsequent sales may be made hereunder until all Obligations of the Obligated Amounts have been satisfied or the entire Mortgaged Property has been sold, without defect or irregularity. No action of Beneficiary the Lessor or the Trustee based upon the provisions contained herein or contained in the applicable statutes, including, without limitation, the giving of the Notice of Default and Election to Sell or the Notice of Sale, shall constitute an election of remedies which would preclude Beneficiary the Lessor from pursuing judicial foreclosure and foreclosing this instrument and its security interest as a mortgage before a completed sale pursuant to the power of sale contained hereinherein or specifically enforcing any covenants hereof. BeneficiaryThe Lessor shall have the right, with the irrevocable consent of the Lessee hereby given and evidenced by the execution of this instrument, to obtain appointment of a receiver by any court of competent jurisdiction without further notice to the Lessee and without regard to the then value of the Property or without entrythe adequacy of security for the obligations hereunder, personally which receiver shall be authorized and empowered to enter upon and take possession of the Property, including all personal property used upon or in connection with the real property herein conveyed (other than as set forth in Section 9.1(c)), to let the Property, to receive all the rents, issues and profits, if any, which may be due or become due in respect to the leasing of the Property to another party (herein, "Property Rents"), and apply the Property Rents after payment of all necessary charges and expenses to reduction of the Obligated Amounts in such order, proportion and priority as the Lessor may elect. At the option of the Lessor, the receiver shall accomplish entry and taking possession of the Property by actual entry and possession or by notice to the Lessee subject to the terms of any sublease entered into in accordance with Section 6.1(b). The receiver so appointed by a court of competent jurisdiction shall be empowered to issue receiver's certificates for funds advanced by the Lessor for the purpose of protecting the value of the Property as security for the Obligated Amounts. The amounts evidenced by receiver's certificates shall bear interest at the Overdue Rate and may be added to the Obligated Amounts if the Lessee or a junior lienholder purchases the Property at the trustee's sale. The Trustee or any successor acting hereunder may resign and thereupon be discharged of the trusts hereunder upon thirty (30) days' prior written notice to the Lessor. Regardless of whether the Trustee resigns, the Lessor may, from time to time, substitute a successor or successors to any Trustee named herein or acting hereunder in accordance with any statutory procedure for such substitution; or if Lessor, in its agents sole and absolute discretion, so elects, and if permitted by law, the Lessor may substitute such successors or attorneyssuccessors by recording, insofar in the office of the recorder of the county or counties where the Property is located, a document executed by the Lessor and containing the name of the original Lessee and Lessor hereunder, the book and page where this instrument (or a memorandum hereof) is recorded (and/or instrument number, as applicable) and the name of the new Trustee, and in addition to any and every other remedywhich instrument shall be conclusive proof of proper substitution of such successor Trustee or Trustees, may (i) sell who shall, without conveyance from the predecessor Trustee, succeed to the rights, powers and duties hereunder. It is acknowledged that A POWER OF SALE HAS BEEN GRANTED IN THIS INSTRUMENT; A POWER OF SALE MAY ALLOW LESSOR TO TAKE THE PROPERTY AND SELL IT WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY THE LESSEE UNDER THIS INSTRUMENT. The Lessor acknowledges and agrees that upon the declaration of an Event of Default, to the maximum extent permitted by law and law, the Lessee waives any right to contest the sum of the Lease Balance as the liquidated sum due upon acceleration of this instrument. If, pursuant to the power exercise by the Lessor of sale granted hereinits remedies pursuant to this Section 16.2, all and singular the Mortgaged Property, Lease Balance and all estateother amounts due and owing from the Lessee under this Master Lease and the other Operative Documents have been paid in full, rightthen the Lessor shall remit to the Lessee any excess amounts received by the Lessor. The obligation to deliver such excess to the Lessee shall survive this Master Lease. The Lessor agrees that for thirty (30) days after the declaration of the occurrence of a Lease Event of Default, title and interest, claim and demand therein, and right of redemption thereof, at one or more sales, as an entirety or the Lessor shall forebear from exercising the remedies set forth in parcels, and at such times and places as required or permitted by law and as are customary in the county in which the Mortgaged Property is located and upon such terms as Beneficiary may fix and specify in the notice of sale to be given to Trustor clauses (and on such other notice published or otherwise given as provided by lawc), (j) or as may be required by law; (iik) institute proceedings for the complete or partial foreclosure of this Deed Section 16.2 during which time the Lessee may tender to the Lessor in immediately available funds the Lease Balance and all past due and accrued and unpaid Rent upon the receipt of Trust under which Lessor shall transfer the provisions of Land and related Improvements to the laws of the jurisdiction Lessee or jurisdictions its designee in which the Mortgaged Property or any part thereof is located, or under any other applicable provision of law; or (iii) take all steps to protect and enforce the rights of Beneficiary, whether by action, suit or proceeding in equity or at law (for the specific performance of any covenant, condition or agreement contained in this Deed of Trust, or in aid of the execution of any power herein granted, or for any foreclosure hereunder, or for the enforcement of any other appropriate legal or equitable remedy), or otherwise, as Beneficiary, being advised by counsel and its financial advisor, shall deem most advisable to protect and enforce any of their rights or duties hereunderaccordance with Article XXI hereof.
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Foreclosure-Power of Sale. To The Lessee hereby grants to Chicago Title Insurance Company, as trustee (together with all successor trustees, the extent“Trustee”), IN TRUST, WITH POWER OF SALE AND RIGHT OF ENTRY, all of the Lessee’s right, title and interest in and to the manner permitted by lawProperty and, Beneficiary may elect to exercise upon the non-judicial power occurrence of sale which is hereby conferred under the terms a Lease Event of Default and following termination of this Deed of Trust Amended and as provided for Restated Master Lease by the statutes Lessor, the Lessor shall have the power and authority, after proper notice and lapse of such time as may be required by law and by this Amended and Restated Master Lease, to cause the State of California. The power of sale shall be exercised Trustee to sell the Property by notifying the Trustee hereunder of that election and depositing with the Trustee this Deed of Trust or the original Note instrument and receipts and evidence of expenditures made and secured hereby as the Trustee may reasonably require. Upon receipt of any such notice from Beneficiarythe Lessor, the Trustee shall cause to be recorded, published and delivered to Trustor Lessee such notice of default and election to sell (“Notice of Default and Election to Sell Sell”) as is then required by applicable California law statutory authority and by this Deed of Trustinstrument, which notice shall, to the extent required by the law of California, shall set forth, among other things, the nature of the breach(es) or default(s), the action(s) required to effect a cure thereof and the time period within which that cure may be effected. If no cure is effected within the statutory time limits following recordation of the Notice of Default and Election to Sell and after Notice of Sale has been given as required by the above above-referenced statutes, the Trustee may, at the direction of Beneficiary, may without further notice or demand, demand sell and convey the Mortgaged Property in accordance with applicable California lawthe above-referenced statutes. The Mortgaged Property may be sold as a whole or in separate lots, parcels or items and in such order as Beneficiary the Lessor may direct, at public auction to the highest bidder for cash in lawful money of the United States payable at the time of sale. The Trustee shall deliver to such purchaser(s) a good and sufficient deed or deeds conveying the property so sold, but without any covenant or warranty express or implied. The recitals in such deed of any matter or fact shall be conclusive proof of the truthfulness thereof. Any Person, including Trustorthe Lessee, the Trustee or Beneficiarythe Lessor, may purchase at any such sale. To After deducting all costs, fees and expenses of the extent permitted Lessor and the Trustee, including costs of evidence of title in connection with any sale, the Lessor shall apply the proceeds of sale, in the following order of priority, to payment of the following (collectively referred to herein as the “Obligated Amounts”): (i) first, all amounts expended by applicable statutesor for the account of the Lessor under the terms hereof and not then repaid, with accrued interest at the Overdue Rate; (ii) second, as set forth in Article VII of the Amended and Restated Participation Agreement; and (iii) the remainder, if any, to the Person or Persons legally entitled thereto. Subject to California Civil Code Section 2924(g), the Trustee may postpone the sale of all or any portion of the Mortgaged Property by public announcement at the time and place of sale, and from time to time thereafter may again postpone the that sale by public announcement at the time and place of sale or subsequently noticed sale, and without further notice may make such sale at the time fixed at the last postponement or may, in its discretion, give a new notice of sale. A sale of less then than all of the Mortgaged Property or any defective or irregular sale made hereunder shall not exhaust the power of sale provided for herein, and subsequent sales may be made hereunder until all Obligations of the Obligated Amounts have been satisfied or the entire Mortgaged Property has been sold, without defect or irregularity. No action of Beneficiary the Lessor or the Trustee based upon the provisions contained herein or contained in the applicable statutes, including, without limitation, the giving of the Notice of Default and Election to Sell or the Notice of Sale, shall constitute an election of remedies which would preclude Beneficiary the Lessor from pursuing judicial foreclosure and foreclosing this instrument and its security interest as a mortgage before a completed sale pursuant to the power of sale contained hereinherein or specifically enforcing any covenants hereof. BeneficiaryThe Lessor shall have the right, with the irrevocable consent of the Lessee hereby given and evidenced by the execution of this instrument, to obtain appointment of a receiver by any court of competent jurisdiction without further notice to the Lessee and without regard to the then value of the Property or without entrythe adequacy of security for the obligations hereunder, personally which receiver shall be authorized and empowered to enter upon and take possession of the Property, including all personal property used upon or in connection with the real property herein conveyed (other than as set forth in Section 9.1(c)), to let the Property, to receive all the rents, issues and profits, if any, which may be due or become due in respect to the leasing of the Property to another party (herein, “Property Rents”), and apply the Property Rents after payment of all necessary charges and expenses to reduction of the Obligated Amounts in such order, proportion and priority as the Lessor may elect. At the option of the Lessor, the receiver shall accomplish entry and taking possession of the Property by actual entry and possession or by notice to the Lessee subject to the terms of any sublease entered into in accordance with Section 6.1(b). The receiver so appointed by a court of competent jurisdiction shall be empowered to issue receiver’s certificates for funds advanced by the Lessor for the purpose of protecting the value of the Property as security for the Obligated Amounts. The amounts evidenced by receiver’s certificates shall bear interest at the Overdue Rate and may be added to the Obligated Amounts if the Lessee or a junior lienholder purchases the Property at the trustee’s sale. The Trustee or any successor acting hereunder may resign and thereupon be discharged of the trusts hereunder upon thirty (30) days’ prior written notice to the Lessor. Regardless of whether the Trustee resigns, the Lessor may, from time to time, substitute a successor or successors to any Trustee named herein or acting hereunder in accordance with any statutory procedure for such substitution; or if Lessor, in its agents sole and absolute discretion, so elects, and if permitted by law, the Lessor may substitute such successors or attorneyssuccessors by recording, insofar in the office of the recorder of the county or counties where the Property is located, a document executed by the Lessor and containing the name of the original Lessee and Lessor hereunder, the book and page where this instrument (or a memorandum hereof) is recorded (and/or instrument number, as applicable) and the name of the new Trustee, and in addition to any and every other remedywhich instrument shall be conclusive proof of proper substitution of such successor Trustee or Trustees, may (i) sell who shall, without conveyance from the predecessor Trustee, succeed to the rights, powers and duties hereunder. It is acknowledged that A POWER OF SALE HAS BEEN GRANTED IN THIS INSTRUMENT; A POWER OF SALE MAY ALLOW LESSOR TO TAKE THE PROPERTY AND SELL IT WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY THE LESSEE UNDER THIS INSTRUMENT. The Lessor acknowledges and agrees that upon the declaration of an Event of Default, to the maximum extent permitted by law and law, the Lessee waives any right to contest the sum of the Lease Balance as the liquidated sum due upon acceleration of this instrument. If, pursuant to the power exercise by the Lessor of sale granted hereinits remedies pursuant to this Section 16.2, all and singular the Mortgaged Property, Lease Balance and all estateother amounts due and owing from the Lessee under this Amended and Restated Master Lease and the other Operative Documents have been paid in full, rightthen the Lessor shall remit to the Lessee any excess amounts received by the Lessor. The obligation to deliver such excess to the Lessee shall survive this Amended and Restated Master Lease. The Lessor agrees that for thirty (30) days after the declaration of the occurrence of a Lease Event of Default, title and interest, claim and demand therein, and right of redemption thereof, at one or more sales, as an entirety or the Lessor shall forebear from exercising the remedies set forth in parcels, and at such times and places as required or permitted by law and as are customary in the county in which the Mortgaged Property is located and upon such terms as Beneficiary may fix and specify in the notice of sale to be given to Trustor clauses (and on such other notice published or otherwise given as provided by lawc), (j) or as may be required by law; (iik) institute proceedings for the complete or partial foreclosure of this Deed Section 16.2 during which time the Lessee may tender to the Lessor in immediately available funds the Lease Balance and all past due and accrued and unpaid Rent upon the receipt of Trust under which Lessor shall transfer the provisions of Land and related Improvements to the laws of the jurisdiction Lessee or jurisdictions its designee in which the Mortgaged Property or any part thereof is located, or under any other applicable provision of law; or (iii) take all steps to protect and enforce the rights of Beneficiary, whether by action, suit or proceeding in equity or at law (for the specific performance of any covenant, condition or agreement contained in this Deed of Trust, or in aid of the execution of any power herein granted, or for any foreclosure hereunder, or for the enforcement of any other appropriate legal or equitable remedy), or otherwise, as Beneficiary, being advised by counsel and its financial advisor, shall deem most advisable to protect and enforce any of their rights or duties hereunderaccordance with Article XXI hereof.
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Foreclosure-Power of Sale. To Lessee hereby grants to First American Title Guaranty Company, as trustee (together with all successor trustees, the extent"Trustee"), IN TRUST, WITH POWER OF SALE, all of Lessee's right, title and interest in and to the manner permitted Properties and, upon the occurrence of a Lease Event of Default, Lessor shall have the power and authority, after proper notice and lapse of such time as may be required by law, Beneficiary may elect to exercise cause Trustee to sell any Property or the non-judicial power of sale which is hereby conferred under the terms of this Deed of Trust and as provided for by the statutes of the State of California. The power of sale shall be exercised Properties by notifying Trustee hereunder of that election and depositing with Trustee this Deed of Trust or the original Note instrument and receipts and evidence of expenditures made and secured hereby as Trustee may reasonably require. Upon receipt of any such notice from BeneficiaryLessor, Trustee shall cause to be recorded, published and delivered to Trustor Lessee such Notice of Default and Election to Sell as is then required by applicable California law statutory authority and by this Deed of Trustinstrument, which notice shall, to the extent required by the law of California, shall set forth, among other things, the nature of the breach(es) or default(s), the action(s) required to effect a cure thereof and the time period within which that cure may be effected. If no cure is effected within the statutory time limits following recordation of the Notice of Default and Election to Sell and after Notice of Sale has been given as required by the above above-referenced statutes, Trustee may, at the direction of Beneficiary, may without further notice or demand, demand sell and convey any Property or the Mortgaged Property Properties in accordance with applicable California lawthe above-referenced statutes. The Mortgaged Each Property may be sold as a whole or in separate lots, parcels or items and in such order as Beneficiary Lessor may direct, at public auction to the highest bidder for cash in lawful money of the United States payable at the time of sale. Trustee shall deliver to such purchaser(s) a good and sufficient deed or deeds conveying the property so sold, but without any covenant or warranty express or implied. The recitals in such deed of any matter or fact shall be conclusive proof of the truthfulness thereof. Any Person, including TrustorLessee, Trustee or BeneficiaryLessor, may purchase at any sale. After deducting all costs, fees and expenses of Lessor and Trustee, including costs of evidence of title in connection with any sale, Lessor shall apply the proceeds of sale, in the following order of priority, to payment of the following (collectively, the "Obligations"): (i) first, all amounts expended by or for the account of Lessor under the 30 Master Lease terms hereof and not then repaid, with accrued interest at the Overdue Rate; and (ii) second, all other amounts then due and owing hereunder including, without limitation, all Basic Rent, Supplemental Rent, the full amount of the Lease Balance as of the date of sale as if this Lease had been terminated with respect to all of the Properties then subject to this Lease under Section 18.1, and all other amounts then payable by Lessee under this Lease and the other Operative Documents, with Lessor having the right to apply the proceeds of sale to the amounts described above in this clause (ii) in such saleorder, proportion and priority as Lessor may elect in its sole and absolute discretion. To the extent permitted by applicable statutes, Trustee may postpone the sale of all or any portion of any Property or the Mortgaged Property Properties by public announcement at the time and place of sale, and from time to time thereafter may again postpone the that sale by public announcement at the time and place of sale or subsequently noticed sale, and without further notice may make such sale at the time fixed at the last postponement or may, in its discretion, give a new notice of sale. A sale of less then than all of any Property or the Mortgaged Property Properties or any defective or irregular sale made hereunder shall not exhaust the power of sale provided for herein, and subsequent sales may be made hereunder until all of the Obligations have been satisfied or all the entire Mortgaged Property Properties have been sold, without defect or irregularity. No action of Beneficiary Lessor or Trustee based upon the provisions contained herein or contained in the applicable statutes, including, without limitation, the giving of the Notice of Default and Election to Sell or the Notice of Sale, shall constitute an election of remedies which would preclude Beneficiary Lessor from pursuing judicial foreclosure before a completed sale pursuant to the power of sale contained herein. BeneficiaryLessor shall have the right, with or without entry, personally or the irrevocable consent of Lessee hereby given and evidenced by its agents or attorneys, insofar as applicable, and in addition to any and every other remedy, may (i) sell to the extent permitted by law and pursuant to the power of sale granted herein, all and singular the Mortgaged Property, and all estate, right, title and interest, claim and demand therein, and right of redemption thereof, at one or more sales, as an entirety or in parcels, and at such times and places as required or permitted by law and as are customary in the county in which the Mortgaged Property is located and upon such terms as Beneficiary may fix and specify in the notice of sale to be given to Trustor (and on such other notice published or otherwise given as provided by law), or as may be required by law; (ii) institute proceedings for the complete or partial foreclosure of this Deed of Trust under the provisions of the laws of the jurisdiction or jurisdictions in which the Mortgaged Property or any part thereof is located, or under any other applicable provision of law; or (iii) take all steps to protect and enforce the rights of Beneficiary, whether by action, suit or proceeding in equity or at law (for the specific performance of any covenant, condition or agreement contained in this Deed of Trust, or in aid of the execution of this instrument, to obtain appointment of a receiver by any power herein grantedcourt of competent jurisdiction without further notice to Lessee, or for any foreclosure hereunder, or for the enforcement which receiver shall be authorized and empowered to enter upon and take possession of any other appropriate legal Property or equitable remedythe Properties, including all personal property used upon or in connection with the real property herein conveyed, to let any Property or the Properties, to receive all the rents, issues and profits, if any, which may be due or become due in respect to the leasing of any Property or the Properties to another party ("Property Rents"), and apply the Property Rents after payment of all necessary charges and expenses to reduction of the Obligations in such order, proportion and priority as Lessor may elect. At the option of Lessor, the receiver shall accomplish entry and taking possession of any Property or otherwise, as Beneficiary, being advised by counsel and its financial advisor, shall deem most advisable to protect and enforce any of their rights or duties hereunder.the Properties by
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