DAY AFTER EACH REMITTANCE DATE
FOLLOWING THE FACILITY TERMINATION DATE TO THE EXTENT THAT, AFTER GIVING EFFECT
TO THE DISTRIBUTIONS MADE AND RECEIVED BY THE LENDER OR BANK INVESTORS ON SUCH
REMITTANCE DATE, THE AMOUNT ON DEPOSIT IN SUCH DOWNGRADE COLLATERAL ACCOUNT
WOULD EXCEED SUCH BANK INVESTOR'S PRO RATA SHARE (DETERMINED AS OF THE DAY PRIOR
TO THE FACILITY TERMINATION DATE) OF THE SUM OF ALL TRANCHES THEN FUNDED BY THE
LENDER, PLUS THE INTEREST COMPONENT.
ALL AMOUNTS REMAINING IN SUCH DOWNGRADE
COLLATERAL ACCOUNT SHALL BE RELEASED TO SUCH BANK INVESTOR NO LATER THAN THE
BUSINESS DAY IMMEDIATELY FOLLOWING THE EARLIEST OF (I) THE EFFECTIVE DATE OF ANY
REPLACEMENT OF SUCH BANK INVESTOR OR REMOVAL OF SUCH BANK INVESTOR AS A PARTY TO
THIS LOAN AGREEMENT, (II) THE DATE ON WHICH SUCH BANK INVESTOR SHALL FURNISH THE
AGENT WITH CONFIRMATION THAT SUCH BANK INVESTOR SHALL HAVE SHORT-TERM DEBT
RATINGS OF AT LEAST "A-1" OR "P-1" 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 2.15 TO WHICH SUCH BANK INVESTOR DOES NOT CONSENT, BUT ONLY AFTER
GIVING EFFECT TO ANY REQUIRED PURCHASE PURSUANT TO SECTION 2.15(B)).
NOTHING IN
THIS SECTION 2.14 SHALL AFFECT OR DIMINISH IN ANY WAY ANY SUCH DOWNGRADED BANK
INVESTOR'S COMMITMENT TO THE BORROWER OR THE 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 2.14, 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 2.14(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 AGENT MAY APPLY MONIES IN SUCH DOWNGRADE
COLLATERAL ACCOUNT IN THE MANNER DESCRIBED IN SECTION 2.15(B) AS IF SUCH
DOWNGRADE COLLATERAL ACCOUNT WERE A DOWNGRADE COLLATERAL ACCOUNT.
SECTION 2.15.
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 THIRTY (30) DAYS OF THE BORROWER'S REQUEST, BUT
IN ANY EVENT, NO LATER THAN TWENTY (20) DAYS PRIOR TO THE THEN CURRENT SCHEDULED
TERMINATION DATE, THE BORROWER MAY ARRANGE FOR AN
14
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