THAT
SUCH LIQUIDITY BANK WILL NOT AGREE TO ANY AMENDMENT, SUPPLEMENT, MODIFICATION OR
WAIVER DESCRIBED IN THE SECOND PROVISO TO THE
47
SECOND SENTENCE OF SECTION 11.03 OR RELATED TO FORGIVENESS OF DEBT WITHOUT THE
CONSENT OF SUCH PARTICIPANT.
EACH LIQUIDITY BANK SHALL PROMPTLY NOTIFY BAFC IN
WRITING OF THE IDENTITY AND INTEREST OF EACH PARTICIPANT UPON ANY SUCH
DISPOSITION.
THE PROVISIONS OF SECTION 4.05, SECTION 4.06 AND SECTION 11.12
HEREOF SHALL APPLY TO ANY DIRECT OR INDIRECT PARTICIPANT PROVIDED THAT NO
PARTICIPANT SHALL BE ENTITLED TO RECEIVE ANY GREATER AMOUNT PURSUANT TO ANY SUCH
SECTION THAN THE TRANSFEROR LIQUIDITY BANK WOULD HAVE BEEN ENTITLED TO RECEIVE
IN RESPECT OF THE AMOUNT OF THE PARTICIPATION TRANSFERRED BY SUCH TRANSFEROR
LIQUIDITY BANK TO SUCH PARTICIPANT HAD NO SUCH TRANSFER OCCURRED.
(C)
WITH RESPECT TO ANY ASSIGNMENT OR PARTICIPATION PURSUANT TO THIS
SECTION 11.05, THE LIQUIDITY BANKS SHALL NOT BE PERMITTED TO DISTRIBUTE ANY
DOCUMENTS OR OTHER INFORMATION TO ANY POTENTIAL ASSIGNEE, PARTICIPANT, OR ANY
PERSON WITH WHOM SUCH LIQUIDITY BANK ENTERS INTO A SECURITIZATION, HEDGE
TRANSACTION OR OTHERWISE IN RELATION TO ANY TRANSACTION IN WHICH PAYMENTS ARE
MADE BY REFERENCE TO THIS AGREEMENT OR TO ANY OBLIGOR UNDER THIS AGREEMENT (SUCH
PERSON, AN "OTHER PERSON"), UNLESS EACH SUCH ASSIGNEE, PARTICIPANT OR OTHER
PERSON SHALL FIRST AGREE IN WRITING THAT SUCH DOCUMENTS AND OTHER INFORMATION
ARE ACCEPTED BY IT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 11.17 HEREOF.
(D)
FOR AVOIDANCE OF DOUBT, THE PARTIES TO THIS AGREEMENT ACKNOWLEDGE
THAT THE PROVISIONS OF THIS SUBSECTION CONCERNING ASSIGNMENTS OF THE LIQUIDITY
LOANS AND LIQUIDITY LOAN NOTES RELATE ONLY TO ABSOLUTE ASSIGNMENTS AND THAT SUCH
PROVISIONS DO NOT PROHIBIT ASSIGNMENTS CREATING SECURITY INTERESTS, INCLUDING,
WITHOUT LIMITATION, ANY PLEDGE OR ASSIGNMENT BY A LIQUIDITY BANK OF ANY
LIQUIDITY LOAN NOTE OR ANY PART OF THE LIQUIDITY LOANS TO ANY FEDERAL RESERVE
BANK IN ACCORDANCE WITH APPLICABLE LAW; PROVIDED THAT ANY SALE OR FORECLOSURE OF
ANY ASSIGNMENT FOR SECURITY SHALL BE SUBJECT TO THE OTHER PROVISIONS OF THIS
SUBSECTION RELATING TO ABSOLUTE ASSIGNMENTS.
(E)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ANY
LIQUIDITY BANK (A "GRANTING BANK") MAY GRANT TO A SPECIAL PURPOSE FUNDING
VEHICLE (A "SPC"), IDENTIFIED AS SUCH IN WRITING FROM TIME TO TIME BY THE
GRANTING BANK TO THE ADMINISTRATIVE AGENT AND BAFC, THE OPTION TO PROVIDE TO
BAFC OR THE DEPOSITARY IN ACCORDANCE WITH SECTION 3.01 ALL OR ANY PART OF ANY
LIQUIDITY LOAN THAT SUCH GRANTING BANK WOULD OTHERWISE BE OBLIGATED TO MAKE TO
BAFC OR THE DEPOSITARY PURSUANT TO THIS AGREEMENT; PROVIDED THAT (I) NOTHING
HEREIN SHALL CONSTITUTE A COMMITMENT BY ANY SPC TO MAKE ANY LIQUIDITY LOAN,
(II) IF AN SPC ELECTS NOT TO EXERCISE SUCH OPTION OR OTHERWISE FAILS TO PROVIDE
ALL OR ANY PART OF SUCH LIQUIDITY LOAN, THE GRANTING BANK SHALL BE OBLIGATED TO
MAKE SUCH LIQUIDITY LOAN PURSUANT TO THE TERMS HEREOF.
THE MAKING OF A
LIQUIDITY LOAN BY AN SPC HEREUNDER SHALL UTILIZE THE LIQUIDITY COMMITMENT OF THE
GRANTING BANK TO THE SAME