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Borrower,, amounts owed in connection with a prepayment of the Note pursuant to Section 3.2(d) hereof and corresponding redemption of the Bonds pursuant to Section 3.3(b) of the Indenture, amounts owed in connection with the Loan Equalization Payment, and all other amounts owed in connection with the Borrower's Obligations. The Servicing Agent shall have no obligation to first proceed against the Borrower or any of its assets or against any Guarantor or Key Principal personally before drawing against the Letter of Credit. The Servicing Agent or its assignee shall also be entitled to draw on the Letter of Credit in full if the Letter of Credit is not renewed or replaced in the then existing respective stated amount thereof at least thirty (30) day's prior to any expiration date. In the event the Letter of Credit is drawn upon at any time prior to the Conversion Date to pay amounts owed under the Documents,, then,, within ten (10) days of such draw on the Letter of Credit, the Borrower shall cause the stated amount of the applicable Letter of Credit to be restored to the stated amount of $,480,,000,, or such lesser amount approved by the Servicing Agent. If the Borrower is unable to restore the existing Letter of Credit to the stated amount of $,480,,000,, then the Borrower shall provide a replacement Letter of Credit from a commercial lending institution whose long term debt rating is "AA"' or better by S&P or the equivalent rating from any other Rating Agency, which replacement Letter of Credit shall be in the stated amount of $,480,,000,, acceptable to the Servicing Agent, and satisfy the requirements for the Letter of Credit contained in this Section 5.7. Failure of the Borrower to comply with the requirements set forth in the preceding sentences shall constitute a default under this Agreement and shall entitle the Servicing Agent to draw the entire stated amount of the Letter of Credit for application toward payment of the Borrower's Obligations. (iii) The Letter of Credit may be drawn upon by the Servicing Agent upon the occurrence of an Event of a Default under this Agreement or any of the other Documents. (iv) The Letter of Credit shall be released at the direction of the Servicing Agent upon payment in full of the Loan Equalization Payment (or a determination by the Servicing Agent that no such payment is I required to be made)." (B), Plefte Asweement. The following provisions shall be added to Section 5.2 of the Financing Agreement as "(vv)," under Section 5.2 and shall become a part of the Financing Agreement.- \# 419972 011367-0283 "(vv) Pledge Agreement. The Borrower shall execute and deliver to the Trustee for the benefit of the Holders of the Bonds a Pledge and Security Agreement (and a recordable UCC Financing Statement) granting a security interest in the Investor limited partner's Capital Contribution (as 0,