MONIES
EXCEPT AS PROVIDED BELOW IN THIS SECTION 2.15, 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 2.16(B) PURSUANT TO THE
FIRST SENTENCE OF THIS SECTION 2.15.
THE AMOUNT ON DEPOSIT IN SUCH DOWNGRADE
COLLATERAL ACCOUNT SHALL BE INVESTED BY THE RELATED MANAGING AGENT IN ELIGIBLE
INVESTMENTS AND SUCH ELIGIBLE INVESTMENTS SHALL BE SELECTED BY SUCH MANAGING
AGENT IN ITS SOLE DISCRETION.
EACH MANAGING 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 EACH MANAGING 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 BUSINESS 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 LENDERS 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
14
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
RELATED MANAGING AGENT WITH CONFIRMATION THAT SUCH BANK INVESTOR SHALL HAVE
SHORT-TERM DEBT RATINGS OF AT LEAST "A-2" OR "P-2" 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)