FROM S&P AND MOODY'S, RESPECTIVELY, WITHOUT NEGATIVE CREDIT IMPLICATIONS,
AND (III) THE SCHEDULED TERMINATION DATE (OR IF EARLIER, THE SCHEDULED
TERMINATION DATE IN EFFECT PRIOR TO ANY RENEWAL PURSUANT TO SECTION 2.16 TO
WHICH SUCH BANK INVESTOR DOES NOT CONSENT, BUT ONLY AFTER GIVING EFFECT TO ANY
REQUIRED PURCHASE PURSUANT TO SECTION 2.16(B)).
NOTHING IN THIS SECTION 2.15
SHALL AFFECT OR DIMINISH IN ANY WAY ANY SUCH DOWNGRADED BANK INVESTOR'S
COMMITMENT TO THE BORROWER OR A LENDER OR SUCH DOWNGRADED BANK INVESTOR'S OTHER
OBLIGATIONS AND LIABILITIES HEREUNDER AND UNDER THE OTHER OPERATIVE DOCUMENTS.
(C)
PROGRAM SUPPORT AGREEMENT DOWNGRADE PROVISIONS.
NOTWITHSTANDING
THE OTHER PROVISIONS OF THIS SECTION 2.15, A BANK INVESTOR SHALL NOT BE REQUIRED
TO MAKE A DOWNGRADE DRAW (OR PROVIDE FOR THE ISSUANCE OF A LETTER OF CREDIT IN
LIEU THEREOF) PURSUANT TO SECTION 2.15(A) AT A TIME WHEN SUCH BANK INVESTOR HAS
A DOWNGRADE COLLATERAL ACCOUNT (OR LETTER OF CREDIT IN LIEU THEREOF) ESTABLISHED
PURSUANT TO THE PROGRAM SUPPORT AGREEMENT TO WHICH IT IS A PARTY IN AN AMOUNT AT
LEAST EQUAL TO ITS COMMITMENT, AND THE RELATED MANAGING AGENT MAY APPLY MONIES
IN SUCH DOWNGRADE COLLATERAL ACCOUNT IN THE MANNER DESCRIBED IN SECTION 2.16(B)
AS IF SUCH DOWNGRADE COLLATERAL ACCOUNT WERE A DOWNGRADE COLLATERAL ACCOUNT.
SECTION 2.16.
NON-RENEWING BANK INVESTORS.
(A)
IF AT ANY TIME THE BORROWER REQUESTS THAT THE BANK INVESTORS RENEW
THEIR COMMITMENTS HEREUNDER AND SOME BUT LESS THAN ALL THE BANK INVESTORS
CONSENT TO SUCH RENEWAL WITHIN 30 DAYS OF THE BORROWER'S REQUEST, BUT IN ANY
EVENT, NO LATER THAN 20 DAYS PRIOR TO THE THEN CURRENT SCHEDULED TERMINATION
DATE, THE BORROWER MAY ARRANGE FOR AN ASSIGNMENT TO ONE OR MORE FINANCIAL
INSTITUTIONS OF ALL THE RIGHTS AND OBLIGATIONS HEREUNDER OF EACH SUCH
NON-CONSENTING BANK INVESTOR IN ACCORDANCE WITH SECTION 8.6.
ANY SUCH
ASSIGNMENT SHALL BECOME EFFECTIVE ON THE THEN-CURRENT SCHEDULED TERMINATION
DATE.
EACH BANK INVESTOR WHICH DOES NOT SO CONSENT TO ANY RENEWAL SHALL
COOPERATE FULLY WITH THE BORROWER IN EFFECTUATING ANY SUCH ASSIGNMENT.
IF NONE
OR LESS THAN ALL THE COMMITMENTS OF THE NON-RENEWING BANK INVESTORS ARE SO
ASSIGNED AS PROVIDED ABOVE THE AGENT SHALL SO NOTIFY THE BORROWER, AND THE
BORROWER SHALL NOTIFY THE AGENT IF IT DESIRES TO EXTEND THE THEN CURRENT
SCHEDULED TERMINATION DATE.
IN THE EVENT THE BORROWER, THE AGENT AND THE SURETY
PROVIDER EACH ELECTS TO EXTEND THE THEN CURRENT SCHEDULED TERMINATION DATE,
(I) THE EXTENDED SCHEDULED TERMINATION DATE SHALL BE EFFECTIVE WITH RESPECT TO
THE RENEWING BANK INVESTORS, (II) THE FACILITY LIMIT SHALL AUTOMATICALLY BE
REDUCED TO AN AMOUNT (ROUNDED UP TO THE NEAREST $1,000) EQUAL TO THE EXCESS OF
THE FACILITY LIMIT THEN IN EFFECT OVER THE LESSER OF (A) THE AGGREGATE OF THE
COMMITMENTS OF ALL NON-RENEWING BANK INVESTORS AND (B) THE QUOTIENT OF (X) THE
FACILITY LIMIT, MINUS THE NET INVESTMENT, DIVIDED BY (Y) .98, AND (III) THIS
LOAN AGREEMENT AND THE COMMITMENTS OF THE RENEWING BANK INVESTORS SHALL REMAIN
IN EFFECT IN ACCORDANCE WITH THEIR TERMS NOTWITHSTANDING THE EXPIRATION OF THE