THE LIEN AND SECURITY INTEREST GRANTED PURSUANT TO THE SECURITY AGREEMENT
IN FAVOR OF THE COLLATERAL AGENT AND PERMITTED LIENS.
(B)
BAFC HAS NOT PREVIOUSLY CREATED ANY SECURITY INTEREST WHICH
REMAINS IN EFFECT IN THE ASSIGNED COLLATERAL, ANY COLLATERAL ACCOUNT OR THE
FUNDS DEPOSITED THEREIN OR ANY PART THEREOF AND WILL KEEP THE ASSIGNED
COLLATERAL, EACH COLLATERAL ACCOUNT AND THE FUNDS DEPOSITED THEREIN AND EVERY
PART THEREOF FREE AND CLEAR OF ALL LIENS EXCEPT THE LIEN AND SECURITY INTEREST
GRANTED PURSUANT TO THE SECURITY AGREEMENT IN FAVOR OF THE COLLATERAL AGENT AND
PERMITTED LIENS.
(C)
THE SECURITY AGREEMENT CREATES A VALID LIEN ON THE ASSIGNED
COLLATERAL IN FAVOR OF THE SECURED PARTIES AND SUCH LIEN IS PRIOR IN RIGHT TO
ANY OTHER LIENS AND IS ENFORCEABLE AS SUCH AGAINST CREDITORS OF AND PURCHASERS
FROM BAFC EXCEPT TO THE EXTENT FORECLOSURE OF SUCH LIEN MAY BE LIMITED BY
APPLICABLE BANKRUPTCY, INSOLVENCY, MORATORIUM OR OTHER SIMILAR LAWS AFFECTING
CREDITORS' RIGHTS GENERALLY.
SECTION 9.06
COMMERCIAL PAPER; INVESTMENT COMPANY ACT.
THE QUALIFICATION
OF AN INDENTURE WITH RESPECT TO COMMERCIAL PAPER UNDER THE TRUST INDENTURE ACT
OF 1939, AS AMENDED, IS NOT REQUIRED IN CONNECTION WITH THE OFFER, ISSUANCE,
SALE OR DELIVERY OF COMMERCIAL PAPER.
BAFC IS NOT AN "INVESTMENT COMPANY", OR A
COMPANY "CONTROLLED" BY AN "INVESTMENT COMPANY" WITHIN THE MEANING OF THE 1940
ACT.
SECTION 9.07
SECURITIES ACT.
THE OFFER, ISSUANCE, SALE OR DELIVERY OF THE
COMMERCIAL PAPER IN ACCORDANCE WITH THE TERMS HEREOF AND THE DEPOSITARY
AGREEMENT WILL CONSTITUTE EXEMPTED TRANSACTIONS UNDER THE SECURITIES ACT, AND
REGISTRATION OF THE COMMERCIAL PAPER UNDER THE SECURITIES ACT WILL NOT BE
REQUIRED IN CONNECTION WITH ANY SUCH OFFER, ISSUANCE, SALE OR DELIVERY OF THE
COMMERCIAL PAPER.
SECTION 9.08
ACCURACY OF INFORMATION.
ALL MONTHLY SETTLEMENT STATEMENTS,
DAILY REPORTS, FINANCIAL STATEMENTS, RECORDS, AND OTHER INFORMATION FURNISHED BY
OR ON BEHALF OF BAFC, THE SERVICER OR THE GUARANTOR TO THE ADMINISTRATIVE AGENT
OR ANY LIQUIDITY BANK HEREUNDER SHALL BE ACCURATE IN ALL MATERIAL RESPECTS AS OF
THEIR RESPECTIVE DATE.
SECTION 9.09
TAXES AND ERISA LIABILITY.
BAFC HAS PAID ALL OF ITS TAXES
WHEN DUE EXCEPT THOSE TAXES THE LIABILITY FOR WHICH (I) BAFC HAS CONTESTED IN
GOOD FAITH IN APPROPRIATE PROCEEDINGS AND FOR WHICH ADEQUATE RESERVES ARE
MAINTAINED IN ACCORDANCE WITH GAAP OR (II) COULD NOT REASONABLY BE EXPECTED TO
RESULT IN A MATERIAL ADVERSE EFFECT.
BAFC HAS NO ERISA PLAN LIABILITY AND IS
NOT SUBJECT TO THE REQUIREMENTS OF ERISA.
SECTION 9.10
FEDERAL REGULATIONS.
NO PART OF THE PROCEEDS OF ANY
LIQUIDITY LOANS WILL BE USED FOR "BUYING" OR "CARRYING" ANY "MARGIN STOCK"
WITHIN THE RESPECTIVE MEANINGS OF EACH OF THE QUOTED TERMS UNDER REGULATION U AS
NOW AND FROM TIME TO TIME HEREAFTER IN EFFECT OR FOR ANY PURPOSE THAT VIOLATES
THE PROVISIONS OF THE REGULATIONS OF THE BOARD.
IF REQUESTED BY ANY LIQUIDITY
BANK OR THE ADMINISTRATIVE AGENT, BAFC WILL FURNISH TO THE ADMINISTRATIVE AGENT
AND EACH LIQUIDITY BANK A STATEMENT TO THE FOREGOING EFFECT IN CONFORMITY
37
WITH THE REQUIREMENTS OF FR FORM