THE ADMINISTRATIVE AGENT TO INTRALINKS OR TO A SIMILAR
ELECTRONIC DISTRIBUTION LOCATION SHALL SATISFY THE REQUIREMENTS OF THIS SECTION.
SECTION 10.06
DOCUMENTATION AGENT AND SYNDICATION AGENT.
NEITHER THE
DOCUMENTATION AGENT NOR THE SYNDICATION AGENT SHALL HAVE ANY DUTIES OR
RESPONSIBILITIES HEREUNDER IN ITS CAPACITY AS SUCH.
ARTICLE XI
MISCELLANEOUS
SECTION 11.01
COMPUTATIONS.
ALL COMPUTATIONS OF INTEREST AND FEES HEREUNDER
AND UNDER EACH LIQUIDITY LOAN NOTE SHALL BE MADE ON THE BASIS OF THE ACTUAL
NUMBER OF DAYS ELAPSED OVER A YEAR OF 360 (OR WITH RESPECT TO THE COMPUTATION OF
INTEREST ON PRIME RATE LIQUIDITY LOANS, 365 OR 366, AS THE CASE MAY BE) DAYS.
SECTION 11.02
EXERCISE OF RIGHTS.
NO FAILURE OR DELAY ON THE PART OF THE
ADMINISTRATIVE AGENT OR ANY LIQUIDITY BANK TO EXERCISE ANY RIGHT, POWER OR
PRIVILEGE UNDER THIS AGREEMENT AND NO COURSE OF DEALING BETWEEN BAFC AND THE
ADMINISTRATIVE AGENT OR ANY LIQUIDITY BANK SHALL OPERATE AS A WAIVER THEREOF,
NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY RIGHT, POWER OR PRIVILEGE UNDER
THIS AGREEMENT PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF
ANY OTHER RIGHT, POWER OR PRIVILEGE.
THE RIGHTS AND REMEDIES HEREIN EXPRESSLY
PROVIDED ARE CUMULATIVE AND EXCEPT TO THE EXTENT LIMITED UNDER THIS AGREEMENT
NOT EXCLUSIVE OF ANY RIGHTS OR REMEDIES WHICH THE ADMINISTRATIVE AGENT OR ANY
LIQUIDITY BANK WOULD OTHERWISE HAVE PURSUANT TO LAW OR EQUITY.
NO NOTICE TO OR
DEMAND ON ANY PARTY IN ANY CASE SHALL ENTITLE SUCH PARTY TO ANY OTHER OR FURTHER
NOTICE OR DEMAND IN SIMILAR OR OTHER CIRCUMSTANCES, OR CONSTITUTE A WAIVER OF
THE RIGHT OF THE OTHER PARTY TO ANY OTHER OR FURTHER ACTION IN ANY CIRCUMSTANCES
WITHOUT NOTICE OR DEMAND.
43
SECTION 11.03
AMENDMENT AND WAIVER.
(A) ANY PROVISION OF ANY COMMERCIAL
PAPER PROGRAM DOCUMENT TO WHICH NEITHER THE ADMINISTRATIVE AGENT NOR THE
LIQUIDITY BANKS ARE PARTIES, MAY BE AMENDED, WAIVED, SUPPLEMENTED, RESTATED,
DISCHARGED OR TERMINATED (I) TO CURE ANY AMBIGUITY, (II) TO CORRECT ANY
DEFECTIVE PROVISIONS OR (III) TO ADD ANY OTHER PROVISIONS WITH RESPECT TO
MATTERS OR QUESTIONS ARISING THEREUNDER, WHICH PROVISIONS SHALL NOT BE
INCONSISTENT WITH ANY OTHER PROVISIONS THEREOF, WITHOUT THE CONSENT OF THE
ADMINISTRATIVE AGENT OR THE LIQUIDITY BANKS; PROVIDED SUCH AMENDMENT, WAIVER,
SUPPLEMENT OR RESTATEMENT, DOES NOT AFFECT BAFC'S ABILITY TO PERFORM ITS
OBLIGATIONS HEREUNDER IN ANY MATERIAL ADVERSE RESPECT; AND PROVIDED, FURTHER,
THAT THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED PRIOR NOTICE THEREOF TOGETHER
WITH COPIES OF ANY DOCUMENTATION RELATED THERETO.
ANY OTHER AMENDMENT, WAIVER,
SUPPLEMENT OR RESTATEMENT OF A PROVISION OF A COMMERCIAL PAPER PROGRAM DOCUMENT
(INCLUDING ANY EXHIBIT THERETO) SHALL REQUIRE THE WRITTEN CONSENT OF THE
ADMINISTRATIVE AGENT (ACTING AT THE DIRECTION OF THE MAJORITY LIQUIDITY BANKS),
THE LETTER OF CREDIT AGENT AND BAFC; PROVIDED THAT ANY SUCH AMENDMENT RELATING
TO THE EXTENSION OF THE L/C EXPIRATION DATE MAY BE MADE WITH THE PRIOR WRITTEN
CONSENT OF THE ADMINISTRATIVE AGENT, BUT WITHOUT THE CONSENT OF THE LIQUIDITY
BANKS; PROVIDED FURTHER, THAT NO SUCH AMENDMENT OF (A) THIS SECTION 11.03,