BE RATED AT LEAST "A-2"
OR "P-2", FROM S&P OR MOODY'S, RESPECTIVELY, AND WHICH SHALL NOT BE SO RATED
WITH NEGATIVE CREDIT IMPLICATIONS AND WHICH IS ACCEPTABLE TO THE RELATED CONDUIT
INVESTOR AND THE RELATED CLASS AGENT).
IN EITHER SUCH CASE, IF ANY SUCH
ALTERNATE INVESTOR SHALL NOT HAVE ASSIGNED ITS RIGHTS AND OBLIGATIONS UNDER THIS
AGREEMENT WITHIN THE APPLICABLE TIME PERIOD DESCRIBED ABOVE (IN EITHER SUCH
CASE, THE "REQUIRED DOWNGRADE ASSIGNMENT PERIOD"), THE RELATED CLASS AGENT ON
BEHALF OF THE RELATED CONDUIT INVESTOR SHALL HAVE THE RIGHT TO REQUIRE SUCH
ALTERNATE INVESTOR TO PAY UPON ONE (1) BUSINESS DAY'S NOTICE AT ANY TIME AFTER
THE REQUIRED DOWNGRADE ASSIGNMENT PERIOD (AND EACH SUCH ALTERNATE INVESTOR
HEREBY AGREES IN SUCH EVENT TO PAY WITHIN SUCH TIME) TO SUCH CLASS AGENT AN
AMOUNT EQUAL TO SUCH ALTERNATE INVESTOR'S UNUSED COMMITMENT (A "DOWNGRADE DRAW")
FOR DEPOSIT BY SUCH CLASS AGENT INTO AN ACCOUNT, IN THE NAME OF THE CLASS AGENT
(A "DOWNGRADE COLLATERAL ACCOUNT"), WHICH SHALL BE IN SATISFACTION OF SUCH
ALTERNATE INVESTOR'S OBLIGATIONS TO MAKE INVESTMENTS AND TO PAY ITS ASSIGNMENT
AMOUNT UPON AN ASSIGNMENT FROM SUCH CONDUIT INVESTOR IN ACCORDANCE WITH SECTION
3.1; PROVIDED, HOWEVER, THAT IF, DURING THE REQUIRED DOWNGRADE ASSIGNMENT
PERIOD, SUCH ALTERNATE INVESTOR DELIVERS A WRITTEN NOTICE TO SUCH CLASS AGENT OF
ITS INTENT TO DELIVER A DIRECT PAY IRREVOCABLE LETTER OF CREDIT PURSUANT TO THIS
PROVISO IN LIEU OF THE PAYMENT REQUIRED TO FUND THE DOWNGRADE DRAW, THEN SUCH
ALTERNATE INVESTOR WILL NOT BE REQUIRED TO FUND SUCH DOWNGRADE DRAW.
IF ANY
ALTERNATE INVESTOR GIVES THE RELATED CLASS AGENT SUCH NOTICE, THEN SUCH
ALTERNATE INVESTOR SHALL, WITHIN ONE (1) BUSINESS DAY AFTER THE REQUIRED
DOWNGRADE ASSIGNMENT PERIOD, DELIVER TO SUCH CLASS AGENT A DIRECT PAY
IRREVOCABLE LETTER OF CREDIT IN FAVOR OF SUCH CLASS AGENT IN AN AMOUNT EQUAL TO
THE UNUSED PORTION OF SUCH ALTERNATE INVESTOR'S COMMITMENT, WHICH LETTER OF
CREDIT SHALL BE ISSUED THROUGH AN UNITED STATES OFFICE OF A BANK OR OTHER
FINANCIAL INSTITUTION (I) WHOSE SHORT-TERM DEBT RATINGS BY S&P AND MOODY'S ARE
AT LEAST EQUAL TO THE RATINGS ASSIGNED BY SUCH STATISTICAL RATING ORGANIZATION
TO THE COMMERCIAL PAPER AND (II) THAT IS ACCEPTABLE TO SUCH CONDUIT INVESTOR AND
SUCH CLASS
26
AGENT.
SUCH LETTER OF CREDIT SHALL PROVIDE THAT THE RELATED CLASS AGENT MAY
DRAW THEREON FOR PAYMENT OF ANY INVESTMENT OR ASSIGNMENT AMOUNT PAYABLE BY SUCH
ALTERNATE INVESTOR WHICH IS NOT PAID HEREUNDER WHEN REQUIRED, SHALL EXPIRE NO
EARLIER THAN THE COMMITMENT TERMINATION DATE AND SHALL OTHERWISE BE IN FORM AND
SUBSTANCE ACCEPTABLE TO SUCH CLASS AGENT.
(B)
APPLICATION OF FUNDS IN DOWNGRADE COLLATERAL ACCOUNT.
IF ANY
ALTERNATE INVESTOR SHALL BE REQUIRED PURSUANT TO SECTION 3.2(A) TO FUND A
DOWNGRADE DRAW, THEN THE RELATED CLASS AGENT SHALL APPLY THE MONIES IN THE
DOWNGRADE COLLATERAL ACCOUNT APPLICABLE TO SUCH ALTERNATE INVESTOR'S CLASS PRO
RATA SHARE OF INVESTMENTS REQUIRED TO BE MADE BY THE ALTERNATE INVESTORS, TO ANY
ASSIGNMENT AMOUNT PAYABLE BY SUCH ALTERNATE INVESTOR PURSUANT TO SECTION 3.1 AND
TO ANY