Common use of Issuance of Commercial Paper Clause in Contracts

Issuance of Commercial Paper. (a) Subject to the provisions of this Section 2.01 and to Article VI hereof, so long as the Depositary is not in receipt of instructions then in effect from the Administrative Agent, given in accordance with this Section 2.01 and the Depositary Agreement, not to issue or deliver Commercial Paper because a No-Issuance Condition for Commercial Paper has occurred and is continuing, BAFC shall have the right prior to the Liquidity Commitment Expiration Date, from time to time to issue and sell Commercial Paper pursuant to the terms of this Agreement and the Depositary Agreement. Any instructions to cease Commercial Paper issuance from the Administrative Agent to the Depositary shall specify the event as being the reason to cease issuing and delivering Commercial Paper. The Administrative Agent agrees that it shall only instruct the Depositary not to issue or deliver Commercial Paper if there shall have occurred one or more of the events described in this subsection 2.01(a). If the Administrative Agent shall, as permitted by this subsection 2.01(a) and the Depositary Agreement, instruct the Depositary not to issue or deliver Commercial Paper, BAFC shall not thereafter issue and sell any Commercial Paper. Concurrently with the giving of any such instructions to the Depositary, the Administrative Agent shall give notice thereof to BAFC, the Servicer, the Collateral Agent, the Letter of Credit Agent, each Placement Agent and the Series 2000-1 Rating Agencies, but failure to do so shall not impair the effect of such instructions. (b) BAFC agrees that each CP Note shall (i) be in the applicable form attached to the Depositary Agreement and be completed in accordance with this Agreement and the Depositary Agreement, (ii) be dated the date of issuance thereof, (iii) be made payable to the order of a named payee or bearer, (iv) have a maturity date which shall be a Business Day not later than the earliest to occur of (A) the one hundred and eightieth (180th) day following the issuance thereof, (B) the third (3rd) Business Day prior to the Liquidity Commitment Expiration Date and (C) the third (3rd) Business Day prior to the L/C Expiration Date in effect on the date of the issuance thereof, and (v) be in a Face Amount of $100,000 or an integral multiple of $1,000 in excess thereof; provided that no issuance of Commercial Paper shall be made if, after giving effect to such issuance, the Credits Outstanding shall exceed the Aggregate Available Liquidity

Issuance of Commercial Paper. (a) Subject to the provisions of this Section 2.01 and to Article VI hereof, so long as the Depositary is not in receipt of instructions then in effect from the Administrative Agent, given in accordance with this Section 2.01 and the Depositary Agreement, not to issue or deliver Commercial Paper because a No-Issuance Condition for Commercial Paper has occurred and is continuing, BAFC shall have the right prior to the Liquidity Commitment Expiration Date, from time to time to issue and sell Commercial Paper pursuant to the terms of this Agreement and the Depositary Agreement. Any instructions to cease Commercial Paper issuance from the Administrative Agent to the Depositary shall specify the event as being the reason to cease issuing and delivering Commercial Paper. The Administrative Agent agrees that it shall only instruct the Depositary not to issue or deliver Commercial Paper if there shall have occurred one or more of the events described in this subsection 2.01(a). If the Administrative Agent shall, as permitted by this subsection 2.01(a) and the Depositary Agreement, instruct the Depositary not to issue or deliver Commercial Paper, BAFC shall not thereafter issue and sell any Commercial Paper. Concurrently with the giving of any such instructions to the Depositary, the Administrative Agent shall give notice thereof to BAFC, the Servicer, the Collateral Agent, the Letter of Credit Agent, each Placement Agent and the Series 2000-1 Rating Agencies, but failure to do so shall not impair the effect of such instructions. (b) BAFC agrees that each CP Note shall (i) be in the applicable form attached to the Depositary Agreement and be completed in accordance with this Agreement and the Depositary Agreement, (ii) be dated the date of issuance thereof, (iii) be made payable to the order of a named payee or bearer, (iv) have a maturity date which shall be a Business Day not later than the earliest to occur of (A) the one hundred and eightieth (180th) day following the issuance thereof, (B) the third (3rd) Business Day prior to the Liquidity Commitment Expiration Date and (C) the third (3rd) Business Day prior to the L/C Expiration Date in effect on the date of the issuance thereof, and (v) be in a Face Amount of $100,000 or an integral multiple of $1,000 in excess thereof; provided that no issuance of Commercial Paper shall be made if, after giving effect to such issuance, the Credits Outstanding shall exceed the Aggregate Available LiquidityLiquidity Commitment. All Commercial Paper shall be delivered and issued against payment therefor in accordance with the terms of this Agreement and the Depositary Agreement.

Issuance of Commercial Paper. (a) Subject to the provisions of this Section 2.01 and to Article VI hereof, so long as the Depositary is not in receipt of instructions then in effect from the Administrative Agent, given in accordance with this Section 2.01 and the Depositary Agreement, not to The Borrowers agree that they will issue or deliver Commercial Paper because a No-Issuance Condition only in the manner, at the times and in the amounts provided for Commercial Paper has occurred herein and is continuing, BAFC shall have the right prior to the Liquidity Commitment Expiration Date, from time to time to issue and sell Commercial Paper pursuant to the terms of this Agreement and in the Depositary Agreement. Any instructions to cease If such Commercial Paper issuance from is issued in the Administrative Agent to the Depositary shall specify the event as being the reason to cease issuing and delivering Commercial Paper. The Administrative Agent agrees that it shall only instruct the Depositary not to issue or deliver form of promissory notes, each note constituting Commercial Paper if there shall have occurred one or more of the events described in this subsection 2.01(a). If the Administrative Agent shall, as permitted by this subsection 2.01(a) and the Depositary Agreement, instruct the Depositary not to issue or deliver Commercial Paper, BAFC shall not thereafter issue and sell any Commercial Paper. Concurrently with the giving of any such instructions to the Depositary, the Administrative Agent shall give notice thereof to BAFC, the Servicer, the Collateral Agent, the Letter of Credit Agent, each Placement Agent and the Series 2000-1 Rating Agencies, but failure to do so shall not impair the effect of such instructions. : (b) BAFC agrees that each CP Note shall (i1) be substantially in the applicable form attached to the Depositary Agreement of Exhibit G hereto and be completed in accordance with this Agreement and the Depositary Agreement, (ii2) be dated the date of issuance thereof, (iii3) be made payable to the order of a named payee or bearer, (iv4) have a stated maturity date which shall not be a Business Day not later than the earliest earlier to occur of (A) the one hundred and eightieth (180th) 270th day following next succeeding the date of its issuance thereof, or (B) the third (3rd) Business Day prior to 16th day next preceding the Liquidity Commitment Expiration Date and (C) the third (3rd) Business Day prior to the L/C Expiration Date in effect on the date of the issuance thereofExpiry Date, and (v5) be issued on a discount basis in a Face Amount of at least $100,000 100,000. If such Commercial Paper is issued in book-entry form, issuance instructions are to be given to the Depositary to be given to DTC in accordance with the DTC Documents and must include the following information with respect to all such Commercial Paper: (1) the date of issuance thereof, (2) the maturity date (which shall not be later than the earlier to occur of (A) the 270th day next succeeding the date of its issuance or (B) the 16th day next preceding the Expiry Date) and (3) the Face Amount (which shall be an integral multiple amount which is at least $100,000), the discount rate and amount of $1,000 discount from the Face Amount. (b) The Face Amount of all Commercial Paper at any time outstanding (after giving effect to all payments of Maturing Commercial Paper then being made, to the use of the proceeds of any Commercial Paper then being issued and to any payments made pursuant to Section 3.02(d) of this Agreement and the sixth paragraph of Section 3(a) of the Depositary Agreement) shall not exceed an amount equal to the lesser of (A) (i) the Total Commitment less (ii) the sum of (x) the aggregate unpaid principal amount of all Loans and (y) an amount equal to the aggregate principal amount of all Unpaid Drawings or (B) (i) the Credit Agreement Stated Amount of the Letter of Credit less (ii) the sum of (x) the aggregate unpaid principal amount of all Unutilized L/C Loans, and (y) the aggregate unpaid principal amount of all Unpaid Drawings. The Borrowers will not issue any Commercial Paper at any time when the conditions set forth in excess thereof; provided Section 6.02 are not satisfied. If the Administrative Agent has actual knowledge that no any conditions precedent to the issuance of Commercial Paper are not satisfied, it shall so notify the Depositary. (c) All proceeds from the sale of Commercial Paper by a Borrower shall be made if, after giving effect to initially deposited by the Depositary in the Commercial Paper Account of such issuanceBorrower. On each day on which funds are so deposited in such Commercial Paper Account, the Credits Outstanding Depositary is authorized by the relevant Borrower (which authorization is irrevocable) to promptly transfer to the Letter of Credit Issuer the balance of such Commercial Paper Account to be applied by the Letter of Credit Issuer in the following order: (i) to reimburse the Letter of Credit Issuer for all its Unpaid Drawings, (ii) to pay accrued interest thereon as provided in Section 3.02(a), and (iii) to satisfy all other obligations of the relevant Borrower to the Letter of Credit Issuer then due and payable hereunder. Any balance remaining after application pursuant to the preceding sentence shall exceed be transferred to the Aggregate Available LiquidityAdministrative Agent at an account opened in the name of the Borrowers in the United States and applied to any other outstanding Obligations then due and payable. Any balance remaining after application pursuant to the two preceding sentences shall be released to the Borrowers as the Borrowers shall direct. (d) The Letter of Credit Issuer shall utilize funds removed from a Commercial Paper Account of a Borrower and paid to it pursuant to Section 4 of the Depositary Agreement to the extent thereof, to reimburse the Letter of Credit Issuer for Unpaid Drawings of such Borrower, with accrued interest thereon as provided in Section 3.02(a). Any funds paid to the Letter of Credit Issuer as described in the preceding sentence and remaining after the application described in the preceding sentence shall be transferred to the Administrative Agent and applied to any other outstanding Obligations then due and payable. Any balance remaining after application pursuant to the two preceding sentences shall be released to the Borrowers as the Borrowers shall direct. (e) [Intentionally Omitted] (f) Any Commercial Paper issued in accordance with the Credit Documents prior to the earliest of (x) the Expiry Date; (y) the time of receipt by the Depositary of the request from the Letter of Credit Issuer to surrender the Letter of Credit Credit Agreement pursuant to Section 3.01(f) of this Agreement; or (z) the time of receipt by the Depositary of the notice from the Borrowers of the Letter of Credit Termination Date, shall be supported by the Letter of Credit.

Issuance of Commercial Paper. (a) Subject to the provisions of this Section 2.01 and to Article VI hereof, so long as the Depositary is not in receipt of instructions then in effect from the Administrative Agent, given in accordance with this Section 2.01 and the Depositary Agreement, not to issue or deliver Commercial Paper because a No-Issuance Condition for Commercial Paper has occurred and is continuing, BAFC shall have the right prior to the latest occurring Liquidity Commitment Tranche Expiration Date, from time to time to issue and sell Commercial Paper pursuant to the terms of this Agreement and the Depositary Agreement. Any instructions to cease Commercial Paper issuance from the Administrative Agent to the Depositary shall specify the event as being the reason to cease issuing and delivering Commercial Paper. The Administrative Agent agrees that it shall only instruct the Depositary not to issue or deliver Commercial Paper if there shall have occurred one or more of the events described in this subsection 2.01(a). If the Administrative Agent shall, as permitted by this subsection 2.01(a) and the Depositary Agreement, instruct the Depositary not to issue or deliver Commercial Paper, BAFC shall not thereafter issue and sell any Commercial Paper. Concurrently with the giving of any such instructions to the Depositary, the Administrative Agent shall give notice thereof to BAFC, the Servicer, the Collateral Agent, the Letter of Credit Agent, each Placement Agent and the Series 2000-1 Rating Agencies, but failure to do so shall not impair the effect of such instructions. (b) BAFC agrees that each CP Note shall (i) be in the applicable form attached to the Depositary Agreement and be completed in accordance with this Agreement and the Depositary Agreement, (ii) be dated the date of issuance thereof, (iii) be made payable to the order of a named payee or bearer, (iv) have a maturity date which shall be a Business Day not later than the earliest to occur of (A) the one hundred and eightieth (180th) day following the issuance thereof, (B) the third (3rd) Business Day prior to the latest occurring Liquidity Commitment Tranche Expiration Date and (C) the third (3rd) Business Day prior to the L/C Expiration Date in effect on the date of the issuance thereof, and (v) be in a Face Amount of $100,000 or an integral multiple of $1,000 in excess thereof; provided that no issuance of Commercial Paper shall be made if, after giving effect to such issuance, the Credits Outstanding shall exceed the Aggregate Available LiquidityLiquidity Commitment. All Commercial Paper shall be delivered and issued against payment therefor in accordance with the terms of this Agreement and the Depositary Agreement.

Issuance of Commercial Paper. (a) Subject to The Trust shall have the provisions of this Section 2.01 and to Article VI hereof, so long as the Depositary is not in receipt of instructions then in effect from the Administrative Agent, given in accordance with this Section 2.01 and the Depositary Agreement, not right to issue or deliver Commercial Paper because a No-Issuance Condition for Commercial Paper has occurred and is continuing, BAFC shall have the right prior to the Liquidity Commitment Expiration Date, from time to time on and after the Effective Date, unless (i) any condition precedent specified in Section 6.02 with respect to issue and sell the issuance of Commercial Paper pursuant to has not been satisfied or waived, (ii) the Commitment in its entirety has been terminated for any reason whatsoever in accordance with the terms of this Liquidity Agreement and or (iii) the Depositary Agreement. Any instructions to cease issuance of Commercial Paper issuance from is prohibited by the Administrative Agent to the Depositary shall specify the event as being the reason to cease issuing and delivering Commercial Paperprovisions of Section 2.01(c) or 2.01(d) hereof. The Administrative Agent agrees that it shall only instruct the Depositary not to issue or deliver Commercial Paper if there shall have occurred one or more If any of the events described in this subsection 2.01(a). If clauses (i) through (iii) of the Administrative Agent shallimmediately preceding sentence has occurred, as permitted by this subsection 2.01(a) and then the Depositary Agreement, instruct the Depositary Trust shall not to issue or deliver Commercial Paper, BAFC shall not thereafter issue and sell any Commercial Paper. Concurrently Subject to compliance with the giving other terms of this Liquidity Agreement, the Trust shall use its commercially reasonable best efforts to issue Commercial Paper in amounts sufficient to (i) pay Commercial Paper as it matures and (ii) repay any Refunding Loans outstanding at the time of any such instructions to the Depositary, the Administrative Agent shall give notice thereof to BAFC, the Servicer, the Collateral Agent, the Letter of Credit Agent, each Placement Agent and the Series 2000-1 Rating Agencies, but failure to do so shall not impair the effect of such instructionsissuance. (b) BAFC The Trust agrees that each CP Note note constituting Commercial Paper shall (i) be in the applicable form attached to the Depositary Agreement and be completed in accordance with this Liquidity Agreement and the Depositary Agreement, (ii) be dated the date of issuance thereof, (iii) be made payable to the order of a named payee or bearer, (iv) have a maturity date which shall be a Business Day not later than the earliest to occur of (A) the one hundred and eightieth (180th) day following the issuance thereof, (B) the third (3rd) Business Day prior to the Liquidity Commitment Expiration Date and (C) the third (3rd) Business Day prior to the L/C Expiration Date in effect on the date of the issuance thereof, and (v) be in a Face Amount face amount (if issued on a discount basis) or a principal amount (if issued on an interest-bearing basis) of $100,000 250,000 or an integral multiple of $1,000 in excess thereof; provided that no thereof and (v) be exempt from or sold in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended. Subject to the provisions of the Depositary Agreement, all Commercial Paper shall be delivered and issued against payment therefor in collected funds which are immediately available on the date of issuance, and otherwise in accordance with the terms of this Liquidity Agreement and the Depositary Agreement. (c) No issuance of Commercial Paper shall be made on any day if, after giving effect to such issuance, the payment of Commercial Paper maturing or matured on such day, the payment of Loans on such day, the making of Loans on such day, the issuance of MTNs on such day and the repayment of the aggregate principal amount of outstanding MTNs maturing or matured on such day, either (i) the Credits Outstanding shall plus the aggregate principal amount of MTNs outstanding on such day would exceed the Aggregate Available Liquiditysum of (A) the excess of the Outstanding Purchase Price of Mortgage Loans over the Outstanding Purchase Price of any Defaulted Loans on such day plus (B) the Accrued Interest Component and the Capitalized Interest Component on such day or (ii) the sum of (A) the Credits Outstanding on such day (minus the aggregate principal amount of outstanding Non-Pro Rata Revolving Loans on such day) plus (B) the Interest Component on such day would exceed the Facility Amount on such day. (d) In the event that (i) an injunction suspending the issuance of the Commercial Paper shall have been issued or proceedings therefor shall have been initiated by the Securities and Exchange Commission, (ii) the Trust or any other Person shall have been found in a judicial or administrative proceeding to have violated the Securities Act of 1933, as amended, in connection with the issuance of the Commercial Paper, or (iii) the Trust or the Commercial Paper Dealers shall have filed a registration statement with the Securities and Exchange Commission seeking to register the Commercial Paper under the Securities Act of 1933, as amended, then, in any such event, the Trust shall not thereafter issue or sell any Commercial Paper. The Trust shall give the Agent, the Banks, the Commercial Paper Dealers and the Rating Agencies notice of any of the events described in this Section 2.01(d).

Issuance of Commercial Paper. (a) Subject to the provisions of this Section SECTION 2.01 and to Article ARTICLE VI hereof, so long as the Depositary is not in receipt of instructions then in effect from the Administrative Agent, given in accordance with this Section SECTION 2.01 and the Depositary Agreement, not to issue or deliver Commercial Paper because a No-Issuance Condition for Commercial Paper has occurred and is continuing, BAFC shall have the right prior to the Liquidity Commitment Expiration Date, from time to time to issue and sell Commercial Paper pursuant to the terms of this Agreement and the Depositary Agreement. Any instructions to cease Commercial Paper issuance from the Administrative Agent to the Depositary shall specify the event as being the reason to cease issuing and delivering Commercial Paper. The Administrative Agent agrees that it shall only instruct the Depositary not to issue or deliver Commercial Paper if there shall have occurred one or more of the events described in this subsection 2.01(aSUBSECTION 2.01(A). If the Administrative Agent shall, as permitted by this subsection 2.01(aSUBSECTION 2.01(A) and the Depositary Agreement, instruct the Depositary not to issue or deliver Commercial Paper, BAFC shall not thereafter issue and sell any Commercial Paper. Concurrently with the giving of any such instructions to the Depositary, the Administrative Agent shall give notice thereof to BAFC, the Servicer, the Collateral Agent, the Letter of Credit Agent, each Placement Agent and the Series 2000-1 Rating Agencies, but failure to do so shall not impair the effect of such instructions. (b) BAFC agrees that each CP Note shall (i) be in the applicable form attached to the Depositary Agreement and be completed in accordance with this Agreement and the Depositary Agreement, (ii) be dated the date of issuance thereof, (iii) be made payable to the order of a named payee or bearer, (iv) have a maturity date which shall be a Business Day not later than the earliest to occur of (A) the one hundred and eightieth (180th) day following the issuance thereof, (B) the third (3rd) Business Day prior to the Liquidity Commitment Expiration Date and (C) the third (3rd) Business Day prior to the L/C Expiration Date in effect on the date of the issuance thereof, and (v) be in a Face Amount of $100,000 or an integral multiple of $1,000 in excess thereof; provided PROVIDED that no issuance of Commercial Paper shall be made if, after giving effect to such issuance, the Credits Outstanding shall exceed the Aggregate Available LiquidityLiquidity Commitment. All Commercial Paper shall be delivered and issued against payment therefor in accordance with the terms of this Agreement and the Depositary Agreement.

Issuance of Commercial Paper. The Borrower shall not issue or deliver any Commercial Paper Notes except in accordance with the following provisions: (a) Subject to the provisions of this Section 2.01 and to Article VI hereof, so long as the Depositary is not in receipt of instructions then in effect from the Administrative Agent, given in accordance with this Section 2.01 and the Depositary Agreement, not to issue or deliver Each Commercial Paper because a No-Issuance Condition for Commercial Paper has occurred and is continuing, BAFC shall have the right prior to the Liquidity Commitment Expiration Date, from time to time to issue and sell Commercial Paper pursuant to the terms of this Agreement and the Depositary Agreement. Any instructions to cease Commercial Paper issuance from the Administrative Agent to the Depositary shall specify the event as being the reason to cease issuing and delivering Commercial Paper. The Administrative Agent agrees that it shall only instruct the Depositary not to issue or deliver Commercial Paper if there shall have occurred one or more of the events described in this subsection 2.01(a). If the Administrative Agent shall, as permitted by this subsection 2.01(a) and the Depositary Agreement, instruct the Depositary not to issue or deliver Commercial Paper, BAFC shall not thereafter issue and sell any Commercial Paper. Concurrently with the giving of any such instructions to the Depositary, the Administrative Agent shall give notice thereof to BAFC, the Servicer, the Collateral Agent, the Letter of Credit Agent, each Placement Agent and the Series 2000-1 Rating Agencies, but failure to do so shall not impair the effect of such instructions. (b) BAFC agrees that each CP Note shall (i) be in the applicable form attached to established in the Depositary Agreement and be completed in accordance with this Agreement and the Depositary Agreement, (ii) be dated the date of issuance thereof, (iii) be made payable to the order of a named payee or bearer, (iv) have a maturity date which shall be that is a Business Day and that is not later than the earliest to occur of (A) the one hundred and eightieth (180th) day following the issuance thereof, (B) the third (3rd) fifth Business Day prior to the Liquidity Commitment Expiration Date and (C) the third (3rd) Business Day prior to the L/C Expiration Date in effect on the date of the issuance thereof, (v) have a maturity date of no more than 180 days after the date of issuance thereof and (vvi) be in a Face Amount face amount of $100,000 or an integral multiple of $1,000 in excess thereof; . (b) Such issuance and delivery of Commercial Paper Notes shall be as provided that no in, and in accordance with, the Depositary Agreement. (c) Prior to the time of such issuance or delivery, neither the Borrower nor the Depositary shall have received notice from the Administrative Agent not to issue or deliver Commercial Paper Notes because (i) an Event of Default has occurred and is continuing, (ii) the applicable conditions precedent specified in Section 5.2 shall have not been satisfied, (iii) the Commitments shall have been terminated in whole for any reason in accordance herewith or (iv) the issuance of Commercial Paper Notes is prohibited by the provisions of paragraph (e) below, which notice shall specify one or more of the events described in clauses (i) through (iv) above as being the reason(s) to cease issuing and delivering Commercial Paper Notes. (d) On or prior to the date of such issuance or delivery, the Borrower shall have no actual knowledge that one or more of the events described in clauses (i) through (iv) in paragraph (c) above have occurred, unless the Borrower shall have notified the Administrative Agent of the occurrence of any such event and the Majority Lenders shall have given their consent in writing to the Depositary to continue issuing and delivering Commercial Paper Notes. (e) Prior to the date of the initial issuance of Commercial Paper Notes, the Administrative Agent, each Lender and the Collateral Trustee shall have received a copy of the Commercial Paper Agreement, the Commercial Paper Memorandum and all other offering materials proposed to be used in connection with the offering, issuance, sale or delivery thereof (including the forms of the Commercial Paper Notes), and the Commercial Paper Memorandum with respect to such sale and other materials, if any, prepared in connection therewith (i) shall be made ifreasonably satisfactory to the Administrative Agent, after giving effect (ii) shall be reasonably satisfactory to each Lender with respect to the description therein of such issuanceLender and its obligations in connection with the transactions contemplated hereby, and (iii) shall be reasonably satisfactory to the Credits Outstanding shall exceed Collateral Trustee with respect to any description therein of the Aggregate Available LiquidityCollateral Trustee and its obligations under the Collateral Trust Agreement.