TO
ANY PERSON UNLESS (I) THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT AND,
PRIOR TO A MANDATORY LIQUIDATION EVENT, THE GUARANTOR WHICH SHALL NOT BE
UNREASONABLY WITHHELD, SHALL HAVE BEEN OBTAINED, UNLESS SUCH ASSIGNMENT IS MADE
TO AN AFFILIATE OF THE LIQUIDITY BANK OR ANOTHER LIQUIDITY BANK IN WHICH CASE
ONLY THE CONSENT OF THE ADMINISTRATIVE AGENT SHALL BE REQUIRED (SUCH CONSENT NOT
TO BE UNREASONABLY WITHHELD); (II) PRIOR TO THE EFFECTIVE DATE OF SUCH
ASSIGNMENT, SUCH PERSON EXECUTES AND DELIVERS TO BAFC THE ASSIGNMENT AND
ASSUMPTION AGREEMENT SUBSTANTIALLY IN THE FORM OF EXHIBIT B HERETO TO THE EFFECT
THAT SUCH PERSON AGREES TO BE BOUND BY THE PROVISIONS OF THIS AGREEMENT
(INCLUDING THE AGREEMENT SET FORTH IN SECTIONS 11.12 AND 11.17 HEREOF);
(III) SUCH LIQUIDITY BANK ASSIGNS AN AMOUNT EQUAL TO NO LESS THAN $5,000,000 (OR
SUCH LIQUIDITY BANK'S ENTIRE LIQUIDITY COMMITMENT IF LESS THAN $5,000,000) TO
THE ASSIGNEE; (IV) BAFC OBTAINS A LETTER FROM EACH SERIES 2000-1 RATING AGENCY
THEN RATING THE COMMERCIAL PAPER TO THE EFFECT THAT THE ASSIGNMENT WILL NOT
RESULT IN THE DOWNGRADING OR WITHDRAWAL OF THE RATING ASSIGNED TO THE COMMERCIAL
PAPER; AND (V) SUCH PERSON, IF NOT A U.S. PERSON, SHALL PROVIDE BAFC WITH
APPROPRIATELY EXECUTED COPIES OF INTERNAL REVENUE SERVICE FORM W-8BEN (BUT ONLY
IF THE APPLICABLE TREATY DESCRIBED IN SUCH FORM PROVIDES A COMPLETE EXEMPTION
FROM FEDERAL INCOME TAX WITHHOLDING) OR, ALTERNATIVELY, INTERNAL REVENUE SERVICE
FORM W-8ECI OR ANY SUCCESSOR FORM WITH RESPECT TO EACH SUCH PERSON (X) ON OR
PRIOR TO EXECUTION OF ANY SUCH ASSIGNMENT AND (Y) UPON THE OCCURRENCE OF ANY
EVENT WHICH WOULD REQUIRE THE AMENDMENT OR RESUBMISSION OF ANY SUCH FORM
PREVIOUSLY PROVIDED HEREUNDER.
NOTWITHSTANDING ANY SUCH ASSIGNMENT, (I) THE
DEPOSITARY SHALL HAVE NO OBLIGATION TO COMMUNICATE WITH ANY SUCH ASSIGNEE WHEN
REQUESTING A LIQUIDITY LOAN HEREUNDER BUT SHALL COMMUNICATE ANY SUCH REQUEST TO
THE ADMINISTRATIVE AGENT AS IF SUCH ASSIGNMENT HAD NOT BEEN MADE AND (II) ALL
PAYMENTS HEREUNDER SHALL BE MADE DIRECTLY TO THE ADMINISTRATIVE AGENT AS IF NO
SUCH ASSIGNMENT HAD OCCURRED.
(B)
NOTWITHSTANDING THE FOREGOING AND SUBJECT TO SUBSECTION
11.05(C) BELOW, EACH LIQUIDITY BANK MAY AT ANY TIME GRANT PARTICIPATIONS IN, OR
OTHERWISE TRANSFER TO, ANY OTHER FINANCIAL INSTITUTION (A "PARTICIPANT") ANY
LIQUIDITY LOAN OR LIQUIDITY LOANS.
IN CONNECTION WITH ANY SUCH TRANSFER, EACH
SUCH LIQUIDITY BANK, AT ITS SOLE DISCRETION, SHALL BE ENTITLED TO DISTRIBUTE TO
ANY PARTICIPANT OR POTENTIAL PARTICIPANT ANY INFORMATION FURNISHED TO SUCH
LIQUIDITY BANK PURSUANT TO THIS AGREEMENT PROVIDED THE REQUIREMENTS OF
SECTION 11.17 HEREOF ARE MET.
EACH LIQUIDITY BANK HEREBY ACKNOWLEDGES AND
AGREES THAT ANY SUCH DISPOSITION WILL NOT ALTER OR AFFECT SUCH LIQUIDITY BANK'S
DIRECT OBLIGATIONS TO BAFC HEREUNDER, AND THAT BAFC SHALL HAVE NO OBLIGATION TO
HAVE ANY COMMUNICATION OR RELATIONSHIP WITH ANY PARTICIPANT IN ORDER TO ENFORCE
SUCH OBLIGATION OF ANY SUCH LIQUIDITY BANK TO BAFC HEREUNDER.
NOTWITHSTANDING
THE FOREGOING SENTENCE, IT IS UNDERSTOOD AND AGREED THAT ANY LIQUIDITY BANK MAY
ENTER INTO A PARTICIPATION AGREEMENT WITH A PARTICIPANT THAT MAY PROVIDE