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12. Colorado National Bank has agreed to extend a <br />letter of credit under largely the same note and security <br />arrangement, including terms and conditions, that existed between <br />the Debtor and United Bank of Sunset Park. <br />13. Debtor believes that it is imperative, as <br />explained below, that it be allowed to purchase a letter of <br />credit from the Bank in favor of the OSMRE. Absent the issuance <br />of a letter of credit, the OSMRE may be entitled, after May 1, <br />1991, to draw against the letter of credit. <br />14. In light of the financing proposed by this <br />Motion, the OSMRE has agreed in a letter ("OSMRE Letter," a copy <br />of which is attached as Exhibit C) to abstain from any draw <br />against the current letter of credit issued by United Bank of <br />Sunset Park until on or after May 22, 1991, thus allowing the <br />Debtor time to obtain the approval of the financing proposed in <br />this Motion and to purchase an alternate letter of credit from <br />the Bank. <br />PROPOSED POSTPETITION FINANCING <br />15. The Debtor and the Bank intend to enter into a <br />financing arrangement between them in order to collateralize the <br />letter of credit to be issued in favor of the OSMRE. A copy of <br />the proposed letter of credit (the "Letter of Credit") is <br />attached hereto as Exhibit D. The OSMRE has approved the form of <br />the Letter of Credit. See OSMRE Letter, Exhibit C. <br />16. The Debtor and the Bank contemplate that the <br />following financing and security agreements, documents, and <br />5 <br />