FUND THE DOWNGRADE DRAW, THEN SUCH
BANK INVESTOR WILL NOT BE REQUIRED TO FUND SUCH DOWNGRADE DRAW.
IF ANY BANK
INVESTOR GIVES THE AGENT SUCH NOTICE, THEN SUCH BANK INVESTOR SHALL, WITHIN ONE
(1) BUSINESS DAY AFTER THE REQUIRED DOWNGRADE ASSIGNMENT PERIOD, DELIVER TO THE
AGENT A DIRECT PAY IRREVOCABLE LETTER OF CREDIT IN FAVOR OF THE 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 LENDER
AND THE AGENT.
SUCH LETTER OF CREDIT SHALL PROVIDE THAT THE 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 THE AGENT.
(B)
APPLICATION OF FUNDS IN DOWNGRADE COLLATERAL ACCOUNT.
IF ANY BANK
INVESTOR SHALL BE REQUIRED PURSUANT TO SECTION 2.14(A) TO FUND A DOWNGRADE DRAW,
THEN THE 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 2.13 AND TO ANY PURCHASE PRICE PAYABLE BY SUCH BANK INVESTOR
PURSUANT TO SECTION 2.15(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
13
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 MONIES EXCEPT AS PROVIDED BELOW IN THIS
SECTION 2.14, UNLESS AND UNTIL (AND THEN ONLY TO THE EXTENT THAT) SUCH MONIES
ARE USED TO FUND INVESTMENTS OR TO PAY ANY ASSIGNMENT AMOUNT OR PURCHASE PRICE
PURSUANT TO SECTION 2.15(B) PURSUANT TO THE FIRST SENTENCE OF THIS
SECTION 2.14.
THE AMOUNT ON DEPOSIT IN SUCH DOWNGRADE COLLATERAL ACCOUNT SHALL
BE INVESTED BY THE AGENT IN ELIGIBLE INVESTMENTS AND SUCH ELIGIBLE INVESTMENTS
SHALL BE SELECTED BY THE AGENT IN ITS SOLE DISCRETION.
THE AGENT SHALL REMIT TO
SUCH BANK INVESTOR, ON THE LAST BUSINESS DAY OF EACH MONTH, THE INCOME ACTUALLY
RECEIVED THEREON.
UNLESS REQUIRED TO BE RELEASED AS PROVIDED BELOW IN THIS
SUBSECTION, AVAILABLE COLLECTIONS RECEIVED BY THE AGENT IN RESPECT OF SUCH BANK
INVESTOR'S PORTION OF THE NET INVESTMENT SHALL BE DEPOSITED IN THE DOWNGRADE
COLLATERAL ACCOUNT FOR SUCH BANK INVESTOR.
AMOUNTS ON DEPOSIT IN SUCH DOWNGRADE
COLLATERAL ACCOUNT SHALL BE RELEASED TO SUCH BANK INVESTOR (OR THE STATED AMOUNT
OF THE LETTER OF CREDIT DELIVERED BY SUCH BANK INVESTOR PURSUANT TO SUBSECTION
(A) ABOVE MAY BE REDUCED) WITHIN ONE (1) BUSINESS