EITHER SUCH CASE, THE "REQUIRED
DOWNGRADE ASSIGNMENT PERIOD"), EACH MANAGING AGENT ON BEHALF OF THE RELATED
LENDER SHALL HAVE THE RIGHT TO REQUIRE SUCH BANK INVESTOR TO PAY UPON ONE
(1) BUSINESS DAY'S NOTICE AT ANY TIME AFTER THE REQUIRED DOWNGRADE ASSIGNMENT
PERIOD (AND EACH SUCH BANK INVESTOR HEREBY AGREES IN SUCH EVENT TO PAY WITHIN
SUCH TIME) TO THE RELATED MANAGING AGENT AN AMOUNT EQUAL TO SUCH BANK INVESTOR'S
UNUSED COMMITMENT (A "DOWNGRADE DRAW") FOR DEPOSIT BY THE RELATED MANAGING AGENT
INTO AN ACCOUNT, IN THE NAME OF THE RELATED MANAGING AGENT (A "DOWNGRADE
COLLATERAL ACCOUNT"), WHICH SHALL BE
13
IN SATISFACTION OF SUCH BANK INVESTOR'S OBLIGATIONS TO MAKE LOANS AND TO PAY ITS
ASSIGNMENT AMOUNT UPON AN ASSIGNMENT FROM A LENDER IN ACCORDANCE WITH
SECTION 2.14; PROVIDED, HOWEVER, THAT IF, DURING THE REQUIRED DOWNGRADE
ASSIGNMENT PERIOD, SUCH BANK INVESTOR DELIVERS A WRITTEN NOTICE TO THE RELATED
MANAGING 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 BANK INVESTOR WILL NOT BE REQUIRED TO FUND SUCH
DOWNGRADE DRAW.
IF ANY BANK INVESTOR GIVES THE RELATED MANAGING AGENT SUCH
NOTICE, THEN SUCH BANK INVESTOR SHALL, WITHIN ONE (1) BUSINESS DAY AFTER THE
REQUIRED DOWNGRADE ASSIGNMENT PERIOD, DELIVER TO SUCH MANAGING AGENT A DIRECT
PAY IRREVOCABLE LETTER OF CREDIT IN FAVOR OF SUCH MANAGING AGENT IN AN AMOUNT
EQUAL TO THE UNUSED PORTION OF SUCH BANK 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 THE RELATED LENDER AND
THE AGENT.
SUCH LETTER OF CREDIT SHALL PROVIDE THAT THE RELATED MANAGING AGENT
MAY DRAW THEREON FOR PAYMENT OF ANY LOAN OR ASSIGNMENT AMOUNT PAYABLE BY SUCH
BANK INVESTOR WHICH IS NOT PAID HEREUNDER WHEN REQUIRED, SHALL EXPIRE NO EARLIER
THAN THE SCHEDULED TERMINATION DATE AND SHALL OTHERWISE BE IN FORM AND SUBSTANCE
ACCEPTABLE TO SUCH MANAGING AGENT.
(B)
APPLICATION OF FUNDS IN DOWNGRADE COLLATERAL
ACCOUNT.
IF ANY BANK INVESTOR SHALL BE REQUIRED PURSUANT TO SECTION 2.15(A) TO
FUND A DOWNGRADE DRAW, THEN THE RELATED MANAGING AGENT SHALL APPLY THE MONIES IN
THE DOWNGRADE COLLATERAL ACCOUNT APPLICABLE TO SUCH BANK INVESTOR'S PRO RATA
SHARE OF LOANS REQUIRED TO BE MADE BY THE BANK INVESTORS, TO ANY ASSIGNMENT
AMOUNT PAYABLE BY SUCH BANK INVESTOR PURSUANT TO SECTION 2.14 AND TO ANY
PURCHASE PRICE PAYABLE BY SUCH BANK INVESTOR PURSUANT TO SECTION 2.16(B) AT THE
TIMES, IN THE MANNER AND SUBJECT TO THE CONDITIONS PRECEDENT SET FORTH IN THIS
LOAN AGREEMENT.
THE DEPOSIT OF MONIES IN SUCH DOWNGRADE COLLATERAL ACCOUNT BY
ANY BANK INVESTOR SHALL NOT CONSTITUTE A LOAN OR THE PAYMENT OF ANY ASSIGNMENT
AMOUNT (AND SUCH BANK INVESTOR SHALL NOT BE ENTITLED TO INTEREST ON SUCH