REQUIRED, SUCH INDEBTEDNESS TO BECOME DUE PRIOR TO ITS STATED MATURITY OR TO
BECOME PAYABLE; PROVIDED, THAT A DEFAULT, EVENT OR CONDITION DESCRIBED IN CLAUSE
(I), (II) OR (III) OF THIS PARAGRAPH (XVI) SHALL NOT AT ANY TIME CONSTITUTE A
MANDATORY LIQUIDATION EVENT UNLESS, AT SUCH TIME, ONE OR MORE DEFAULTS, EVENTS
OR CONDITIONS OF THE TYPE DESCRIBED IN CLAUSES (I), (II) AND (III) OF THIS
PARAGRAPH (XVI) SHALL HAVE OCCURRED AND BE CONTINUING WITH RESPECT TO
INDEBTEDNESS OR OTHER AMOUNTS THE OUTSTANDING PRINCIPAL AMOUNT OF WHICH EXCEEDS
IN THE AGGREGATE $50,000,000; PROVIDED, FURTHER, THAT THE IMMEDIATELY PRECEDING
PROVISO SHALL BE DEEMED INAPPLICABLE AT ANY TIME THAT ANY PURCHASED LOAN SHALL
CONSTITUTE A DEFAULTED LOAN OR SHALL HAVE CONSTITUTED A DELINQUENT LOAN FOR A
PERIOD OF MORE THAN THREE (3) SUCCESSIVE BUSINESS DAYS.
SECTION 8.02
MANDATORY CP WIND-DOWN EVENTS.
UPON THE OCCURRENCE OF ANY
OF THE FOLLOWING EVENTS (EACH A "MANDATORY CP WIND-DOWN EVENT"), THE REMEDIES OF
SECTION 8.03(B) HEREOF SHALL APPLY:
(A)
GUARANTOR'S ADJUSTED NET DEBT/CONSOLIDATED ADJUSTED CAPITALIZATION
RATIO.
THE RATIO OF THE GUARANTOR'S CONSOLIDATED ADJUSTED NET DEBT TO
CONSOLIDATED ADJUSTED CAPITALIZATION (EACH AS CALCULATED AT THE END OF EACH
FISCAL QUARTER OF THE GUARANTOR) IS GREATER THAN 0.585:1.0; OR
(B)
GUARANTOR'S EBITDA.
THE GUARANTOR'S CONSOLIDATED ADJUSTED EBITDA
(AS CALCULATED ON A ROLLING FOUR QUARTER BASIS) IS LESS THAN $400,000,000.
SECTION 8.03
REMEDIES.
(A)
AT ANY TIME DURING THE CONTINUANCE OF ANY MANDATORY LIQUIDATION
EVENT AND SO LONG AS SUCH MANDATORY LIQUIDATION EVENT SHALL CONTINUE UNREMEDIED,
THE ADMINISTRATIVE AGENT, BY WRITTEN NOTICE TO BAFC, THE SERIES 2000-1 RATING
AGENCIES, AND THE DEPOSITARY (WITH A COPY TO EACH PLACEMENT AGENT AND THE
COLLATERAL AGENT), (I) SHALL INSTRUCT THE DEPOSITARY NOT TO ISSUE OR DELIVER ANY
ADDITIONAL COMMERCIAL PAPER, AND (II) MAY, WITH THE CONSENT OF THE MAJORITY
LIQUIDITY BANKS, AND SHALL, AT THE WRITTEN REQUEST OF THE MAJORITY LIQUIDITY
BANKS, (A) DECLARE THE PRINCIPAL OF AND ACCRUED INTEREST IN RESPECT OF THE
LIQUIDITY LOAN NOTES TO BE, WHEREUPON THE SAME SHALL BECOME, FORTHWITH DUE AND
PAYABLE WITHOUT PRESENTMENT, DEMAND, PROTEST OR FURTHER NOTICE OF ANY KIND, ALL
OF WHICH ARE HEREBY EXPRESSLY WAIVED BY BAFC, ANYTHING CONTAINED HEREIN OR IN
THE LIQUIDITY LOAN NOTES TO THE CONTRARY NOTWITHSTANDING, AND/OR (B) SUBJECT TO
THE IMMEDIATELY FOLLOWING SENTENCE DECLARE THE AGGREGATE LIQUIDITY COMMITMENT
TERMINATED, WHEREUPON THE AGGREGATE LIQUIDITY COMMITMENT AND THE OBLIGATION OF
THE LIQUIDITY BANKS TO MAKE THE LIQUIDITY LOANS HEREUNDER SHALL TERMINATE
IMMEDIATELY AND ANY ACCRUED FEES OR PREMIUMS SHALL FORTHWITH BECOME DUE AND
PAYABLE WITHOUT ANY FURTHER NOTICE OF ANY KIND AND/OR (C) INSTRUCT BAFC TO, AND
IN SUCH EVENT BAFC SHALL, INSTRUCT THE TRUSTEE TO DECLARE THE PRINCIPAL OF AND
ACCRUED INTEREST IN RESPECT OF THE PURCHASED LOANS TO BE DUE AND PAYABLE
(PROVIDED THAT, FOR THE AVOIDANCE OF DOUBT, BAFC ACKNOWLEDGES AND AGREES THAT IF
IT FAILS TO GIVE SUCH INSTRUCTIONS, THE ADMINISTRATIVE
34
AGENT MAY DO SO ON ITS BEHALF).
NOTWITHSTANDING THE PREVIOUS SENTENCE, UPON THE
OCCURRENCE OF A MANDATORY LIQUIDATION EVENT DESCRIBED IN SUBSECTION