8.01(IV) WITH RESPECT TO BAFC, THE GUARANTOR OR THE COMPANY OR IN SUBSECTION
8.01(XII)(B), THE AGGREGATE LIQUIDITY COMMITMENT SHALL TERMINATE AUTOMATICALLY,
AND ALL AMOUNTS PAYABLE TO THE LIQUIDITY BANKS AND THE LIQUIDITY AGENT HEREUNDER
AND UNDER THE LIQUIDITY LOAN NOTES, WHETHER FOR PRINCIPAL, INTEREST, FEES,
EXPENSES OR OTHERWISE, SHALL AUTOMATICALLY BECOME FORTHWITH DUE AND PAYABLE
WITHOUT PRESENTMENT, DEMAND, PROTEST OR ANY NOTICE OF ANY KIND, ALL OF WHICH ARE
HEREBY EXPRESSLY WAIVED.
ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, NO
DECLARATION OR TERMINATION OF THE AGGREGATE LIQUIDITY COMMITMENT PURSUANT TO THE
FOREGOING PROVISIONS OF THIS ARTICLE VIII SHALL AFFECT THE OBLIGATION OF THE
LIQUIDITY BANKS TO MAKE LIQUIDITY LOANS WITH RESPECT TO COMMERCIAL PAPER ISSUED,
AUTHENTICATED AND DELIVERED BY THE DEPOSITARY PRIOR TO RECEIPT OF INSTRUCTIONS
FROM THE ADMINISTRATIVE AGENT TO CEASE ISSUING COMMERCIAL PAPER AS PROVIDED IN
SUBSECTION 2.01(A) HEREOF; PROVIDED THE CONDITIONS SET FORTH IN SUBSECTION
3.01(C) AND SECTION 6.03 HEREOF ARE SATISFIED AT THE TIME OF THE MAKING OF ANY
SUCH LIQUIDITY LOAN.
(B)
AT ANY TIME DURING THE CONTINUANCE OF A MANDATORY CP WIND-DOWN
EVENT AND SO LONG AS SUCH MANDATORY CP WIND-DOWN EVENT SHALL CONTINUE
UNREMEDIED, (I) THE ADMINISTRATIVE AGENT SHALL, 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), INSTRUCT THE DEPOSITARY NOT TO ISSUE OR DELIVER
ANY ADDITIONAL COMMERCIAL PAPER AND (II) SUBJECT TO THE TERMS AND CONDITIONS
HEREIN (AND PROVIDED THAT A MANDATORY LIQUIDATION EVENT SHALL NOT HAVE OCCURRED
WHICH HAS NOT BEEN WAIVED BY THE MAJORITY LIQUIDITY BANKS), THE LIQUIDITY BANKS
SHALL MAKE LIQUIDITY LOANS TO BAFC ON A REVOLVING BASIS PURSUANT TO SUBSECTIONS
3.01(A)(I) AND 3.01(A)(V) HEREOF.
ARTICLE IX
REPRESENTATIONS AND WARRANTIES
In order to induce the Liquidity Banks to enter into this Agreement and to
provide the credit facility provided for herein, BAFC makes the following
representations and warranties to the Liquidity Banks:
SECTION 9.01
CORPORATE EXISTENCE.
BAFC IS A CORPORATION DULY ORGANIZED,
VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF DELAWARE,
HAS FULL CORPORATE POWER AND AUTHORITY TO OWN ITS ASSETS AND TO TRANSACT THE
BUSINESS IN WHICH IT IS NOW ENGAGED AND IS DULY QUALIFIED AS A FOREIGN
CORPORATION AND IN GOOD STANDING UNDER THE LAWS OF EACH JURISDICTION IN WHICH
ITS BUSINESS OR ACTIVITIES REQUIRES SUCH QUALIFICATION.
BAFC HAS NO
SUBSIDIARIES.
SECTION 9.02
CORPORATE POWER; AUTHORIZATION; ENFORCEABLE OBLIGATION.
BAFC
HAS THE CORPORATE POWER, AUTHORITY AND LEGAL RIGHT TO EXECUTE, DELIVER AND
PERFORM THE TRANSACTION DOCUMENTS AND TO BORROW HEREUNDER AND HAS TAKEN ALL
NECESSARY CORPORATE ACTION TO AUTHORIZE THE BORROWINGS ON THE TERMS AND
CONDITIONS HEREOF AND THE EXECUTION, DELIVERY AND PERFORMANCE OF THE TRANSACTION
DOCUMENTS.
NO CONSENT, LICENSE, PERMIT, APPROVAL OR
35
AUTHORIZATION OF, EXEMPTION BY, NOTICE OR REPORT TO, OR REGISTRATION, FILING OR
DECLARATION WITH, ANY GOVERNMENTAL AUTHORITY IS REQUIRED FOR THE EXECUTION,
DELIVERY AND PERFORMANCE BY BAFC OF THE TRANSACTION DOCUMENTS WHICH HAS NOT BEEN
OBTAINED, MADE, GIVEN OR ACCOMPLISHED.
THIS AGREEMENT AND