THE OBSERVANCE OR
PERFORMANCE OF ANY AGREEMENT OR CONDITION RELATING TO ANY OF ITS OUTSTANDING
INDEBTEDNESS OR CONTAINED IN ANY INSTRUMENT OR AGREEMENT EVIDENCING, SECURING OR
RELATING THERETO,
THE EFFECT OF WHICH DEFAULT IS TO CAUSE OR PERMIT SUCH
INDEBTEDNESS TO BECOME DUE PRIOR TO ITS STATED MATURITY OR (B) FAIL TO PAY WHEN
DUE ANY MATERIAL AMOUNTS DUE UNDER ANY AGREEMENT TO WHICH ANY SUCH PERSON IS A
PARTY; PROVIDED, HOWEVER, THAT NO MANDATORY LIQUIDATION EVENT SHALL BE DEEMED TO
OCCUR UNDER CLAUSE (A) OR (B) OF THIS PARAGRAPH UNLESS THE AGGREGATE AMOUNT OF
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INDEBTEDNESS IN RESPECT OF WHICH ANY PAYMENT DEFAULT OR OTHER DEFAULT REFERRED
TO IN THIS PARAGRAPH SHALL HAVE OCCURRED SHALL BE EQUAL TO AT LEAST $50,000,000;
(IV)
INSOLVENCY.
AN INSOLVENCY EVENT SHALL OCCUR WITH RESPECT TO BAFC,
THE GUARANTOR, ANY DESIGNATED OBLIGOR OR THE COMPANY;
(V)
CHANGE OF CONTROL.
A CHANGE OF CONTROL WITH RESPECT TO THE
GUARANTOR SHALL OCCUR;
(VI)
INVESTMENT COMPANY.
BAFC OR THE GUARANTOR SHALL BECOME AN
"INVESTMENT COMPANY" WITHIN THE MEANING OF THE 1940 ACT AND SHALL NOT BE EXEMPT
FROM COMPLIANCE WITH THE 1940 ACT;
(VII)
JUDGMENTS AGAINST BAFC.
FINAL, NON-APPEALABLE JUDGMENT OR
JUDGMENTS FOR THE PAYMENT OF MONEY IN AN AGGREGATE AMOUNT IN EXCESS OF $50,000
SHALL HAVE BEEN RENDERED AGAINST BAFC AND THE SAME SHALL HAVE REMAINED
UNSATISFIED AND IN EFFECT FOR ANY PERIOD OF THIRTY (30) CONSECUTIVE DAYS DURING
WHICH NO STAY OF EXECUTION SHALL HAVE BEEN OBTAINED;
(VIII)
COMMERCIAL PAPER PAYMENTS.
FAILURE BY BAFC TO PAY OR CAUSE TO BE
PAID ANY AMOUNT IN RESPECT OF COMMERCIAL PAPER WHEN DUE;
(IX)
CERTAIN PAYMENTS.
FAILURE BY BAFC TO PAY OR CAUSE TO BE PAID
(I) ANY OF THE FEES DESCRIBED IN SECTION 4.01 HEREOF WHEN DUE WITHIN THREE
(3) BUSINESS DAYS FROM THE DATE DUE; (II) FEES DUE UNDER SUBSECTION 2.11(A) OF
THE LETTER OF CREDIT REIMBURSEMENT AGREEMENT OR ANY OTHER AMOUNTS DUE UNDER THE
LETTER OF CREDIT REIMBURSEMENT AGREEMENT WITHIN THREE (3) BUSINESS DAYS FROM THE
DATE DUE; (III) ANY LIQUIDITY LOAN UNDER SUBSECTION 3.01(F) AND SECTION 5.02
HEREOF ON THE DATE DUE; OR (IV) INTEREST ON ANY LIQUIDITY LOAN WITHIN THREE
(3) BUSINESS DAYS OF THE DATE SUCH INTEREST IS DUE;
(X)
REPRESENTATIONS.
ANY REPRESENTATION OR WARRANTY OR OTHER WRITTEN
STATEMENT MADE OR DEEMED MADE BY BAFC, THE COMPANY OR THE GUARANTOR IN THIS
AGREEMENT OR IN ANY OTHER TRANSACTION DOCUMENT OR IN ANY DOCUMENT ENTERED INTO
IN CONNECTION HEREWITH OR THEREWITH, SHALL PROVE TO HAVE BEEN INCORRECT WHEN
MADE IN ANY MATERIAL RESPECT;
(XI)
COVENANTS.
(A) FAILURE BY BAFC, THE COMPANY OR THE GUARANTOR TO
OBSERVE OR PERFORM ANY COVENANT OR AGREEMENT CONTAINED IN SUBSECTIONS 5.05(G),
7.01(I) AND 7.01(L) HEREOF (WITH RESPECT TO BAFC), SUBSECTIONS 2.06(G) AND
2.06(J)(I) AND (II) OF THE POOLING AGREEMENT (WITH RESPECT TO THE COMPANY) AND
SUBSECTIONS 8.1(C)(I) AND (II), 8.1(G)(I), 8.1(H), 8.1(I) AND 8.2 OF THE
GUARANTY (WITH RESPECT TO THE GUARANTOR); OR (B) FAILURE BY BAFC, THE COMPANY OR
THE GUARANTOR TO OBSERVE OR PERFORM ANY