DELIVER TO LENDER AN OFFICER'S CERTIFICATE
INDICATING (I) THE DOLLAR AMOUNT (THE "ACCRUAL ADJUSTMENT DEPOSIT AMOUNT") OF
ANY FUNDS RECEIVED IN THE COLLECTION ACCOUNT SINCE THE PRIOR PAYMENT DATE THAT,
IN ACCORDANCE WITH THE ACCRUAL METHOD, WERE NOT RECORDED AS REVENUE FOR SUCH
PERIOD AND (II) THE DOLLAR AMOUNT OF FUNDS THEN ON DEPOSIT IN THE ACCRUAL
ACCOUNTING ADJUSTMENT ACCOUNT THAT ARE TO BE RECORDED AS REVENUE FOR SUCH PERIOD
UNDER THE ACCRUAL METHOD (THE "ACCRUAL ADJUSTMENT WITHDRAWAL FUNDS").
ON EACH
PAYMENT DATE, (I) PRIOR TO MAKING ANY PAYMENTS UNDER SECTION 2.6.4(A), LENDER
SHALL DEPOSIT FUNDS EQUAL TO THE ACCRUAL ACCOUNTING DEPOSIT AMOUNT INTO AN
ELIGIBLE ACCOUNT (WHICH MAY BE A SUB-ACCOUNT OF THE CASH MANAGEMENT ACCOUNT)
ESTABLISHED AND MAINTAINED BY AND FOR THE BENEFIT OF LENDER IN ACCORDANCE WITH
SECTION 2.6 (THE "ACCRUAL ADJUSTMENT RESERVE ACCOUNT") AND (II) SHALL APPLY ANY
ACCRUAL ACCOUNTING WITHDRAWAL FUNDS IN ACCORDANCE WITH SECTION 2.6.4(A).
AMOUNTS ON DEPOSIT FROM TIME TO TIME IN THE ACCRUAL ADJUSTMENT RESERVE ACCOUNT
ARE REFERRED TO HEREIN AS THE "ACCRUAL ADJUSTMENT RESERVE FUNDS."
SECTION 7.11.
LETTER OF CREDIT.
(A)
IF BORROWER ELECTS TO DELIVER A LETTER OF CREDIT PURSUANT TO THE
TERMS AND PROVISIONS OF SECTION 7.4.1, BORROWER SHALL PAY TO LENDER ALL OF
LENDER'S REASONABLE OUT-OF-POCKET COSTS AND EXPENSES IN CONNECTION THEREWITH,
INCLUDING, WITHOUT LIMITATION, ANY COSTS OR EXPENSES INCURRED IN DRAWING DOWN ON
SUCH LETTER OF CREDIT.
BORROWER SHALL NOT BE ENTITLED TO DRAW FROM ANY SUCH
LETTER OF CREDIT.
UPON FIVE (5) DAYS NOTICE TO LENDER, BORROWER MAY REPLACE A
LETTER OF CREDIT WITH A CASH DEPOSIT TO THE INTEREST RESERVE FUND AND/OR A
REPLACEMENT LETTER OF CREDIT IN SUCH AMOUNTS SUCH THAT THE BALANCE ON DEPOSIT IN
THE INTEREST RESERVE FUND AND THE AMOUNT OF ANY SUCH REPLACEMENT LETTER OF
CREDIT IS NOT LESS THAN THE AMOUNT THEN REQUIRED TO BE DEPOSITED THEREIN IN
ACCORDANCE WITH THE TERMS AND PROVISIONS OF SECTION 7.4.1.
(B)
PRIOR TO THE RETURN OF A LETTER OF CREDIT, BORROWER SHALL DEPOSIT
AN AMOUNT EQUAL TO THE AMOUNT THAT WOULD HAVE ACCUMULATED AND NOT BEEN DISBURSED
IN ACCORDANCE WITH THIS AGREEMENT IF SUCH LETTER OF CREDIT HAD NOT BEEN
DELIVERED.
(C)
EACH LETTER OF CREDIT DELIVERED UNDER THIS AGREEMENT SHALL BE
ADDITIONAL SECURITY FOR THE PAYMENT OF THE DEBT.
UPON THE OCCURRENCE AND DURING
THE CONTINUANCE OF AN EVENT OF DEFAULT, LENDER SHALL HAVE THE RIGHT, AT ITS
OPTION, TO DRAW ON ANY LETTER OF CREDIT AND TO APPLY ALL OR ANY PART THEREOF TO
THE PAYMENT OF THE ITEMS FOR WHICH SUCH LETTER OF CREDIT WAS ESTABLISHED OR TO
APPLY EACH SUCH LETTER OF CREDIT TO PAYMENT OF THE DEBT IN SUCH ORDER,
PROPORTION OR PRIORITY AS LENDER MAY DETERMINE.
(D)
IN ADDITION TO ANY OTHER RIGHT LENDER MAY HAVE TO DRAW UPON A
LETTER OF CREDIT PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, LENDER
SHALL HAVE THE ADDITIONAL RIGHTS TO DRAW IN FULL ANY LETTER OF CREDIT:
(A) WITH
RESPECT TO ANY EVERGREEN LETTER OF CREDIT, IF