MANAGING AGENT AND THE BORROWER (IN THE BORROWER'S CASE, IN
ITS REASONABLE DISCRETION)).
IF THE SHORT TERM DEBT RATING OF AN BANK INVESTOR
SHALL BE "A-3" OR "P-3", OR LOWER, FROM S&P OR
MOODY'S, RESPECTIVELY (OR SUCH RATING SHALL HAVE BEEN WITHDRAWN BY S&P OR
MOODY'S), SUCH BANK INVESTOR, UPON REQUEST OF THE RELATED MANAGING AGENT, SHALL,
WITHIN FIVE (5) BUSINESS DAYS OF SUCH REQUEST, ASSIGN ITS RIGHTS AND OBLIGATIONS
HEREUNDER TO ANOTHER FINANCIAL INSTITUTION (WHICH INSTITUTION'S SHORT TERM DEBT
SHALL 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 LENDER, THE AGENT, THE RELATED MANAGING AGENT AND THE
BORROWER (IN THE BORROWER'S CASE, IN ITS REASONABLE DISCRETION)).
IN EITHER
SUCH CASE, IF ANY SUCH BANK 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"), 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 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