MAKE ANY LOAN
OR ADVANCE OR CREDIT TO, OR GUARANTEE (DIRECTLY OR INDIRECTLY OR BY AN
INSTRUMENT HAVING THE EFFECT OF ASSURING ANOTHER'S PAYMENT OR PERFORMANCE ON ANY
OBLIGATION OR CAPABILITY OF SO DOING OR OTHERWISE), ENDORSE OR OTHERWISE BECOME
CONTINGENTLY LIABLE, DIRECTLY OR INDIRECTLY, IN CONNECTION WITH THE OBLIGATIONS,
STOCKS OR DIVIDENDS OF, OR OWN, PURCHASE, REPURCHASE OR ACQUIRE (OR AGREE
CONTINGENTLY TO DO SO) ANY ASSETS, STOCK, OBLIGATIONS OR SECURITIES OF, OR ANY
OTHER INTEREST IN, OR MAKE ANY CAPITAL CONTRIBUTION TO, ANY OTHER PERSON;
(D)
ENTER INTO ANY MERGER, CONSOLIDATION, JOINT VENTURE, SYNDICATE OR
OTHER FORM OF COMBINATION WITH ANY PERSON, OR SELL, LEASE OR TRANSFER OR
OTHERWISE DISPOSE OF ANY OF ITS ASSETS OR RECEIVABLES OR PURCHASE ANY ASSET, OR
ENGAGE IN ANY TRANSACTION WHICH WOULD RESULT IN A CHANGE OF CONTROL OF BAFC.
BAFC WILL NOT CREATE ANY SUBSIDIARY OF BAFC WITHOUT THE PRIOR WRITTEN CONSENT OF
THE ADMINISTRATIVE AGENT;
(E)
ENTER INTO OR BE A PARTY TO ANY AGREEMENT OR INSTRUMENT OTHER THAN
THE TRANSACTION DOCUMENTS OR DOCUMENTS AND AGREEMENTS INCIDENTAL THERETO;
(F)
MAKE ANY EXPENDITURE (BY LONG-TERM OR OPERATING LEASE OR
OTHERWISE), EXCLUDING THOSE RELATING TO FORECLOSURE, FOR CAPITAL ASSETS (BOTH
REALTY AND PERSONALTY), UNLESS SUCH EXPENDITURE IS APPROVED IN WRITING BY THE
ADMINISTRATIVE AGENT;
(G)
ENGAGE IN ANY BUSINESS OR ENTERPRISE OR ENTER INTO ANY MATERIAL
TRANSACTION OTHER THAN AS CONTEMPLATED BY THE TRANSACTION DOCUMENTS;
30
(H)
AMEND ITS CERTIFICATE OF INCORPORATION OR BYLAWS WITHOUT THE PRIOR
WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT;
(I)
GRANT ANY POWERS OF ATTORNEY TO ANY PERSON FOR ANY PURPOSES
EXCEPT (I) WHERE PERMITTED BY THE TRANSACTION DOCUMENTS OR (II) TO THE
COLLATERAL AGENT FOR THE PURPOSES OF THE SECURITY AGREEMENT;
(J)
EXCEPT WITH RESPECT TO LIQUIDITY LOANS MADE PURSUANT TO
SUBSECTION 3.01(A)(V), ADVANCE ANY FUNDS UNDER THE SERIES 2000-1 VFC CERTIFICATE
IF AT SUCH TIME ANY LIQUIDITY LOAN REMAINS OUTSTANDING;
(K)
ADVANCE ANY FUNDS UNDER THE SERIES 2000-1 VFC CERTIFICATE IF AT
THE TIME OF OR AFTER GIVING EFFECT TO SUCH ADVANCE, A SERIES 2000-1 EARLY
AMORTIZATION EVENT HAS OCCURRED AND IS CONTINUING, UNLESS SUCH ADVANCE IS
APPROVED IN ADVANCE BY THE MAJORITY LIQUIDITY BANKS AND THE MAJORITY LETTER OF
CREDIT BANKS; OR
(L)
TAKE ANY ACTION WHICH WOULD PERMIT THE SERVICER TO HAVE THE RIGHT
TO REFUSE TO PERFORM ANY OF ITS RESPECTIVE OBLIGATIONS UNDER THE SERVICING
AGREEMENT.
ARTICLE VIII
MANDATORY LIQUIDATION EVENTS,
MANDATORY CP WIND-DOWN EVENTS AND REMEDIES
SECTION 8.01
MANDATORY LIQUIDATION EVENTS.
UPON NOTICE FROM THE
ADMINISTRATIVE AGENT THAT ANY OF THE FOLLOWING EVENTS HAS OCCURRED (EACH A
"MANDATORY LIQUIDATION EVENT"), THE REMEDIES OF SECTION 8.03(A) HEREOF SHALL
APPLY:
(I)
LETTER OF CREDIT.
THE LETTER OF CREDIT HAS NOT BEEN REINSTATED
WITHIN THREE (3) BUSINESS DAYS OF ANY DRAW PURSUANT TO SECTION 5.05(A) HEREOF;
(II)
DELINQUENT LOANS.
ANY LOAN CONSTITUTES A DELINQUENT LOAN FOR A
PERIOD OF MORE THAN THREE (3) SUCCESSIVE BUSINESS DAYS;
(III)
GUARANTOR OR DESIGNATED OBLIGOR CROSS-DEFAULT.
THE GUARANTOR OR
ANY OF THE DESIGNATED OBLIGORS SHALL (A) DEFAULT IN