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200002666 <br />advances made or incurred by the Beneficiary under this Deed of Trust in <br />connection with the enforcement hereof, together with interest, on all advances at <br />the rate of 15 percent per annum; fourth, to the Bonds then due and unpaid with <br />interest (together with penalty interest at the rate of 15 percent per annum) up to <br />the time of such payment; fifth, to the payment of junior trust deeds, mortgages or <br />other lienholders; and sixth, the balance, if any, to the Company or any other <br />person or persons legally entitled thereto. <br />The Deed Trustee, at the direction of the Bond Trustee, may also choose to foreclose <br />the lien of this Deed of Trust and apply the proceeds from such foreclosure sale in the same <br />manner as aforementioned with regard to the Deed Trustee's power of sale hereunder. <br />If the Project is sold or foreclosed on pursuant to this Section 7, the Deed Trustee <br />shall have all of the right, title and interest of Trustor in and to any insurance policies <br />maintained with respect to the Project and unearned premiums thereon and in and to any <br />proceeds thereof resulting from any damage to the Project prior to such sale or foreclosure. <br />Upon any sale pursuant to this Section 7, the Bond Trustee and the owner or <br />owners of any Bonds may bid for and purchase the property being sold. <br />No remedy herein conferred upon or reserved to the Deed Trustee or the Beneficiary <br />is intended to be exclusive of any other remedy herein or by law provided, but each shall <br />be cumulative and shall be in addition to every other remedy given hereunder or now or <br />hereafter existing at law or in equity or by statute. No delay or omission of the Deed <br />Trustee or the Beneficiary, in exercising any right or power, shall be construed to be a <br />waiver of any event of default or any acquiescence therein; and every power and remedy <br />given by this Deed of Trust to the Deed Trustee or the Beneficiary may be exercised from <br />time to time as often as may be deemed expedient by the Deed Trustee or the Beneficiary. <br />Nothing in this Deed of Trust or in the Indenture or the Bonds shall affect the obligation <br />of the Trustor to pay the principal of and interest on the Bonds, or the obligation of the <br />Company to pay all amounts specified in the Agreement, in the amounts, in the manner <br />and at the times and places therein respectively expressed. <br />8. ACCELERATION OF MATURITY AND FORECLOSURE. Upon the occurrence <br />of an "Event of Default" (as that term is defined in the Indenture) under the Indenture <br />while any Bonds remain outstanding thereunder, and acceleration of payment of principal <br />of and interest on the Bonds by the Bond Trustee pursuant to the Indenture, the Bond <br />Trustee may, at its option, direct the Deed Trustee to foreclose on this lien and, upon <br />commencement of foreclosure proceedings, shall be entitled to have a receiver appointed <br />to take possession and charge of the Project and sell or lease the subject premises or any <br />part thereof, and collect, receive and sequester any rentals, earnings, income, revenues, <br />payments or moneys therefrom (as may be permitted by law) and apply such amounts <br />received, net after payment of the Beneficiary's reasonable compensation, and reasonable <br />compensation of its agents, counsel and any payment agents, and any taxes and <br />assessments and other charges prior to the lien created by this Deed of Trust which the <br />Beneficiary may deem it wise to pay, and such other reasonable and necessary expenses <br />337230.3 -5- <br />