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2000n,;666 <br />remain outstanding thereunder, and acceleration of payment of principal and interest on <br />the Bonds pursuant to the Indenture, then the whole of the amounts referred to in the <br />Agreement shall become due as provided in the Agreement and this Deed of Trust shall <br />remain in force, and the Beneficiary may elect to cause the Project or any part thereof to <br />be sold as follows: <br />The Beneficiary may deliver to the Deed Trustee a written declaration of <br />default and demand for sale. The Deed Trustee shall have the power of sale of the <br />Project and if the Beneficiary decides that the Project is to be sold it shall deposit <br />with the Deed Trustee this Deed of Trust, and shall deliver to the Deed Trustee a <br />written notice of default and election to cause the Project to be sold, and the Deed <br />Trustee, in turn, shall prepare a similar notice in the form required by law, which <br />shall be duly filed for record by the Deed Trustee. After the lapse of such time as <br />may be required by law following the recordation of the Notice of Default, and <br />Notice of Default and Notice of Sale having been given as required by law, the Deed <br />Trustee, without demand on the Trustor, shall sell the Project on the date and at <br />the time and place specified in the Notice of Sale, at public auction to the highest <br />bidder, the purchase price to be payable in lawful money of the United States at the <br />time of sale. The person conducting the sale may, for any cause he or she deems <br />expedient, postpone the sale from time to time until it shall be completed and, in <br />every such case, notice of postponement shall be given by public declaration thereof <br />by such person at the time and place last appointed for the sale; provided, if the sale <br />is postponed for longer than one (1) day beyond the day designated in the Notice of <br />Sale, notice thereof shall be given in the same manner as the original Notice of Sale. <br />The Deed Trustee shall execute and deliver to the purchaser its deed and bill of sale <br />conveying the Project so sold, but without any covenant or warranty, express or <br />implied. Any statement or recital of fact in such deed in relation to the nonpayment <br />of money hereby secured to be paid, existence of the indebtedness so secured, notice <br />of advertisement, sale, receipt of money, and the happening of any of the aforesaid <br />events whereby the successor Deed Trustee became successor as herein provided <br />shall be prima facie evidence of the truth of such statement or recital. <br />Unless otherwise provided by law, the purchase money, proceeds or avails <br />of any sale made under or by virtue of this Section 7, together with all other sums <br />which may be held by the Deed Trustee or the Beneficiary under this Deed of Trust, <br />whether under this Section 7 or otherwise, shall be applied as follows: first, the cost <br />and expenses of executing this Deed of Trust, including reasonable attorney fees <br />and its services; second, to the payment of the reasonable costs and expenses of the <br />sale, including reasonable compensation to the Deed Trustee, not to exceed five <br />percent (5 %) of the outstanding balance, and the Beneficiary, its agents and <br />counsel, and of any judicial proceedings wherein the same may be made and to the <br />payment of all reasonable expenses, liabilities and advances made or incurred by <br />the Deed Trustee under this Deed of Trust; third, to the payment of any and all <br />reasonable sums expended under the terms hereof, not then repaid, with accrued <br />interest and all other sums required to be repaid by the Trustor pursuant to any <br />provisions of this Deed of Trust, including all reasonable expenses, liabilities and <br />337230.3 -4- <br />