Common use of Commercial Paper Account; Payment of Commercial Paper Clause in Contracts

Commercial Paper Account; Payment of Commercial Paper. (a) Contemporaneously with the execution and delivery by BAFC of the Depositary Agreement, and for the purposes of this Agreement, the Security Agreement and the Depositary Agreement, the Depositary shall establish at its banking offices in The City of New York a special purpose non-interest bearing trust account for the sole and exclusive benefit of the Secured Parties (said account being referred to herein and in the Depositary Agreement as the “Commercial Paper Account”), over which the Depositary shall have sole dominion and control and sole right of withdrawal. Proceeds of the sale of Commercial Paper shall be deposited in the Commercial Paper Account and used to the extent necessary to pay matured and concurrently maturing Commercial Paper; otherwise proceeds of the sale of Commercial Paper shall be transferred to the Cash Collateral Account for disposition in accordance with the Security Agreement. (b) Contemporaneously with the execution and delivery by BAFC of the Depositary Agreement and for the purposes of this Agreement, the Security Agreement and the Depositary Agreement, the Depositary shall establish at its banking offices in The City of New York a special purpose, non-interest bearing trust account, for the sole and exclusive benefit of the holders of the outstanding Commercial Paper, over which the Depositary shall have sole dominion and control and the sole right of withdrawal (said account being referred to herein and in the Depositary Agreement as the “Special Payment Account”). Proceeds of a Liquidity Loan made in accordance with subsection 3.01(a)(ii), (iii) or (iv) hereof and Section 8(b), (c) or (d) of the Depositary Agreement and all funds received from the Collateral Agent at any time that the Collateral Agent indicates that a Security Agreement Event of Default exists and is continuing shall be deposited in the Special Payment Account and used to the extent necessary to pay in full the Commercial Paper as it matures. BAFC shall have no legal, equitable or beneficial interest in the Special Payment Account.