AS AND UNTIL SUCH TIME AS
ALL INDEBTEDNESS HEREUNDER AND UNDER COMMERCIAL PAPER AND THE LIQUIDITY LOAN
NOTES SHALL HAVE BEEN PAID IN FULL AND THE LIQUIDITY BANKS NO LONGER HAVE ANY
LIQUIDITY COMMITMENT HEREUNDER.
THE PROVISIONS OF SECTIONS 4.05, 4.06, 10.01,
11.04 AND 11.12 HEREOF SHALL ALSO SURVIVE TERMINATION OF THIS AGREEMENT.
SECTION 11.08
GOVERNING LAW.
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES UNDER THIS AGREEMENT AND
49
UNDER EACH LIQUIDITY LOAN NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 11.09
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COPIES, AND BY THE DIFFERENT PARTIES HERETO ON THE SAME OR SEPARATE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL INSTRUMENT.
SECTION 11.10
SETOFF.
IN ADDITION TO ANY RIGHTS NOW OR HEREAFTER GRANTED
UNDER APPLICABLE LAW AND NOT BY WAY OF LIMITATION OF ANY SUCH RIGHTS, UPON THE
OCCURRENCE OF A MANDATORY LIQUIDATION EVENT, EACH LIQUIDITY BANK IS HEREBY
AUTHORIZED AT ANY TIME OR FROM TIME TO TIME, WITHOUT NOTICE TO BAFC OR TO ANY
OTHER PERSON, ANY SUCH NOTICE BEING HEREBY EXPRESSLY WAIVED, TO SET OFF AND TO
APPROPRIATE AND APPLY ANY AND ALL DEPOSITS (GENERAL OR SPECIAL) AND ANY OTHER
INDEBTEDNESS AT ANY TIME HELD OR OWING BY SUCH LIQUIDITY BANK TO OR FOR THE
CREDIT OR THE ACCOUNT OF BAFC AGAINST AND ON ACCOUNT OF THE OBLIGATIONS AND
LIABILITIES OF BAFC TO SUCH LIQUIDITY BANK UNDER THIS AGREEMENT AND THE
LIQUIDITY LOAN NOTES, INCLUDING, WITHOUT LIMITATION, ALL CLAIMS OF ANY NATURE OR
DESCRIPTION ARISING OUT OF OR CONNECTED WITH THIS AGREEMENT OR THE LIQUIDITY
LOAN NOTES, IRRESPECTIVE OF WHETHER OR NOT SUCH LIQUIDITY BANK SHALL HAVE MADE
ANY DEMAND HEREUNDER AND ALTHOUGH SAID OBLIGATIONS, LIABILITIES OR CLAIMS, OR
ANY OF THEM, SHALL BE CONTINGENT OR UNMATURED; PROVIDED, HOWEVER, THAT THE
RIGHTS OF THE ADMINISTRATIVE AGENT AND THE LIQUIDITY BANKS TO THE COLLATERAL
ACCOUNTS SHALL BE GOVERNED BY THE SECURITY AGREEMENT.
If any Liquidity Bank, whether by setoff or otherwise, has payment made to it
upon its Liquidity Loans (other than payments received pursuant to Sections
4.03(c)(ii), 4.05, 4.06 or 11.04) in a greater proportion than that received by
any other Liquidity Bank, such Liquidity Bank agrees, promptly upon demand, to
purchase a portion of the Liquidity Loans held by the other Liquidity Banks so
that after such purchase each Liquidity Bank will hold its ratable proportion of
Liquidity Loans.
SECTION 11.11
FURTHER ASSURANCES.
BAFC AGREES TO DO SUCH FURTHER ACTS AND
THINGS AND TO EXECUTE AND DELIVER TO THE ADMINISTRATIVE AGENT SUCH ADDITIONAL
ASSIGNMENTS, AGREEMENTS, POWERS AND INSTRUMENTS, AS THE ADMINISTRATIVE AGENT MAY
REASONABLY REQUIRE OR REASONABLY DEEM ADVISABLE TO CARRY INTO EFFECT THE
PURPOSES OF THIS AGREEMENT OR TO BETTER ASSURE AND CONFIRM UNTO THE
ADMINISTRATIVE AGENT ITS RIGHTS, POWERS AND REMEDIES HEREUNDER.
SECTION 11.12
NO BANKRUPTCY PETITION AGAINST BAFC; LIABILITY OF BAFC.
(A)
EACH OF THE ADMINISTRATIVE AGENT, LIQUIDITY BANKS AND THE
PARTICIPANTS