Common use of Foreclosure-Power of Sale Clause in Contracts

Foreclosure-Power of Sale. Lessee hereby grants to First American Title Guaranty Company, as trustee (together with all successor trustees, the "Trustee"), IN TRUST, WITH POWER OF SALE, all of Lessee's right, title and interest in and to the 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, to cause Trustee to sell any Property or the Properties by notifying Trustee of that election and depositing with Trustee this instrument and receipts and evidence of expenditures made and secured hereby as Trustee may reasonably require. Upon receipt of any such notice from Lessor, Trustee shall cause to be recorded, published and delivered to Lessee such Notice of Default and Election to Sell as is then required by applicable statutory authority and by this instrument, which notice 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-referenced statutes, Trustee may without further notice or demand sell and convey any Property or the Properties in accordance with the above-referenced statutes. Each Property may be sold as a whole or in separate lots, parcels or items and in such order as 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 Lessee, Trustee or Lessor, 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 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

Foreclosure-Power of Sale. Lessee hereby grants to First American Title Guaranty Company, as trustee (together with all successor trustees, the "Trustee"), IN TRUST, WITH POWER OF SALE, all of Lessee's right, title and interest in and to the 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, to cause Trustee to sell any Property or the Properties by notifying Trustee of that election and depositing with Trustee this instrument and receipts and evidence of expenditures made and secured hereby as Trustee may reasonably require. Upon receipt of any such notice from Lessor, Trustee shall cause to be recorded, published and delivered to Lessee such Notice of Default and Election to Sell as is then required by applicable statutory authority and by this instrument, which notice 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-referenced statutes, Trustee may without further notice or demand sell and convey any Property or the Properties in accordance with the above-referenced statutes. Each Property may be sold as a whole or in separate lots, parcels or items and in such order as 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 Lessee, Trustee or Lessor, 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 LeaseLease 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 order, 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 Properties by public announcement at the time and place of sale, and from time to time thereafter may again postpone that sale by public announcement 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 than all of any Property or the 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 Properties have been sold, without defect or irregularity. No action of 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 Lessor from pursuing judicial foreclosure before a completed sale pursuant to the power of sale contained herein. Lessor shall have the right, with the irrevocable consent of 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 Lessee, which receiver shall be authorized and empowered to enter upon and take possession of any Property or the 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 the Properties by

Foreclosure-Power of Sale. Lessee hereby grants to First American Title Guaranty Company, as trustee (together with all successor trustees, the "Trustee"), IN TRUST, WITH POWER OF SALE, all of Lessee's right, title and interest in and to the Properties and, upon Upon the occurrence and during the continuation of a Lease an Event of Default, Lessor Grantee shall have the right to foreclose the lien hereof, either by judicial action or by power and authorityof sale, after proper notice and lapse for the Secured Obligations or any part thereof and/or exercise any right, power or remedy provided in this Deed to Secure Debt or any of the other Loan Deed to Secure Debt Documents. At any such time as foreclosure, Grantee, at its option, may be required by law, to cause Trustee to sell any the Secured Property at public sale or sales before the door of the courthouse in the county in which the Secured Property or the Properties by notifying Trustee of that election and depositing with Trustee this instrument and receipts and evidence of expenditures made and secured hereby as Trustee may reasonably require. Upon receipt of any such notice from Lessor, Trustee shall cause to be recorded, published and delivered to Lessee such Notice of Default and Election to Sell as is then required by applicable statutory authority and by this instrument, which notice shall set forth, among other things, the nature part of the breach(es) or default(s)Secured Property is situated, 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 without further notice or demand sell and convey any Property or the Properties in accordance with the above-referenced statutes. Each Property may be sold as a whole or in separate lots, parcels or items and in such order as Lessor may direct, at public auction to the highest bidder for cash, in order to pay the Secured Obligations, after advertising the time, place and terms of sale once a week for four (4) weeks immediately preceding such sale (but without regard to the number of days) in a legal organ in which Sheriff’s sales are advertised in said county. Grantee may bid for and acquire the Secured Property or any part thereof at any sale made under or by virtue of this Deed to Secure Debt and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting against the purchase price the unpaid amounts due and owing in lawful money respect of the United States payable Secured Obligations or any other liabilities after deducting from the sales price the expenses of the sale and the costs of the action or proceedings and any other sums that Grantee is authorized to deduct under this Deed to Secure Debt or applicable law. At any such public sale, Grantee may execute and deliver to the purchaser a conveyance of the Secured Property, and to this end, Grantor hereby constitutes and appoints Grantee the agent and attorney-in-fact of Grantor to make such sale and conveyance, and thereby to divest Grantor of all right, title, interest, equity and equity of redemption that Grantor may have in and to the Secured Property and to vest the same in the purchaser or purchasers at such sale, and all the acts and doings of said agent and attorney-in-fact are hereby ratified and confirmed and any recitals in said conveyance or conveyances as to facts essential to a valid sale shall be binding upon Grantor. The aforesaid power of sale and agency hereby granted are coupled with an interest and are irrevocable by dissolution, insolvency or otherwise, and are granted as cumulative of the other remedies provided hereby or by law for collection of the indebtedness secured hereby. In the event of any such foreclosure sale by Grantee, Grantor shall be deemed a tenant holding over and shall forthwith deliver possession to the purchaser or purchasers at such sale or be summarily dispossessed according to provisions of law applicable to tenants holding over. The purchaser or purchasers at such sale (a) must be financially responsible, as determined by Grantee, taking into account the remaining obligations at the time of sale. Trustee shall deliver to such purchaser(s) a good and sufficient deed or deeds conveying sale under 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 Lessee, Trustee or Lessor, 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 (collectivelyOwnership Agreement, the "Obligations"): Operating Agreement and the Nuclear Managing Board Agreement, and (b) must become a party or parties to each such agreement, and assume (i) first, all amounts expended by or for the account rights and obligations of Lessor Grantor under the Ownership Agreement as a “Participating Party” solely with respect to the portion of Grantor’s “Ownership Interest” in the “Additional Units” (as those terms hereof and not then repaidare defined in the Ownership Agreement) acquired by such purchaser, with accrued interest at the Overdue Rate; and (ii) secondthe rights and obligations of Grantor under the Operating Agreement solely with respect to the portion of Grantor’s “Ownership Interest” in the “Additional Units” (as those terms are defined in the Operating Agreement) acquired by such purchaser, all other amounts then due (iii) the rights and owing hereunder includingobligations of Grantor under the Declaration of Covenants as an “Additional Units Owner” solely with respect to the portion of Grantor’s ownership interest in the “Additional Units Property” (as those terms are defined in the Declaration of Covenants) acquired by such purchaser, without limitation(iv) the rights and obligations of Grantor under the Nuclear Managing Board Agreement solely as a “Participant” with respect to the portion of Grantor’s “Undivided Ownership Interest” in the “Additional Units” and related facilities, all Basic Rentequipment, Supplemental Rentinventory and common facilities (as those terms are defined in the Nuclear Managing Board Agreement) acquired by such purchaser, and (v) the full amount rights and obligations of Grantor under the Development Agreement as a “Participating Party” solely with respect to the portion of Grantor’s ownership interest in the Additional Units (as those terms are defined in the Development Agreement), in each of the Leaseforegoing cases (i) through (v) arising from and after the date of such assumption. For the avoidance of doubt, nothing in this Section 4.2 requires Deed to Secure Debt

Foreclosure-Power of Sale. Lessee hereby grants to First American Title Guaranty Company, as trustee (together with all successor trustees, the "Trustee"), IN TRUST, WITH POWER OF SALE, all of Lessee's right, title and interest in and to the Properties and, upon Upon the occurrence and during the continuation of a Lease an Event of Default, Lessor Grantee shall have the right to foreclose the lien hereof, either by judicial action or by power and authorityof sale, after proper notice and lapse for the Secured Obligations or any part thereof and/or exercise any right, power or remedy provided in this Deed to Secure Debt or any of the other Loan Documents. At any such time as foreclosure, Grantee, at its option, may be required by law, to cause Trustee to sell any the Secured Property at public sale or sales before the door of the courthouse in the county in which the Secured Property or the Properties by notifying Trustee of that election and depositing with Trustee this instrument and receipts and evidence of expenditures made and secured hereby as Trustee may reasonably require. Upon receipt of any such notice from Lessor, Trustee shall cause to be recorded, published and delivered to Lessee such Notice of Default and Election to Sell as is then required by applicable statutory authority and by this instrument, which notice shall set forth, among other things, the nature part of the breach(es) or default(s)Secured Property is situated, 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 without further notice or demand sell and convey any Property or the Properties in accordance with the above-referenced statutes. Each Property may be sold as a whole or in separate lots, parcels or items and in such order as Lessor may direct, at public auction to the highest bidder for cash cash, in lawful money order to pay the Secured Obligations, after advertising the time, place and terms of the United States payable at the time of sale. Trustee shall deliver to sale once a week for four (4) weeks immediately preceding such purchaser(s) a good and sufficient deed or deeds conveying the property so sold, sale (but without regard to the number of days) in a legal organ in which Sheriff’s sales are advertised in said county. Grantee may bid for and acquire the Secured Property or any covenant part thereof at any sale made under or warranty express or implied. The recitals by virtue of this Deed to Secure Debt and, in such deed lieu of any matter or fact shall be conclusive proof of the truthfulness thereof. Any Person, including Lessee, Trustee or Lessorpaying cash therefor, 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 make settlement for the account of Lessor under purchase price by crediting against the terms hereof and not then repaid, with accrued interest at purchase price the Overdue Rate; and (ii) second, all other unpaid amounts then due and owing hereunder including, without limitation, all Basic Rent, Supplemental Rent, the full amount in respect of the LeaseSecured Obligations or any other liabilities after deducting from the sales price the expenses of the sale and the costs of the action or proceedings and any other sums that Grantee is authorized to deduct under this Deed to Secure Debt or applicable law. At any such public sale, Grantee may execute and deliver to the purchaser a conveyance of the Secured Property, and to this end, Grantor hereby constitutes and appoints Grantee the agent and attorney-in-fact of Grantor to make such sale and conveyance, and thereby to divest Grantor of all right, title, interest, equity and equity of redemption that Grantor may have in and to the Secured Property and to vest the same in the purchaser or purchasers at such sale, and all the acts and doings of said agent and attorney-in-fact are hereby ratified and confirmed and any recitals in said conveyance or conveyances as to facts essential to a valid sale shall be binding upon Grantor. The aforesaid power of sale and agency hereby granted are coupled with an interest and are irrevocable by dissolution, insolvency or otherwise, and are granted as cumulative of the other remedies provided hereby or by law for collection of the indebtedness secured hereby. In the event of any such foreclosure sale by Grantee, Grantor shall be deemed a tenant holding over and shall forthwith deliver possession to the purchaser or purchasers at such sale or be summarily dispossessed according to provisions of law applicable to tenants holding over. The purchaser or purchasers at such sale (a) must be financially responsible, as determined by Grantee, taking into Deed to Secure Debt