THE OTHER TRANSACTION
DOCUMENTS, INCLUDING THE LIQUIDITY LOAN NOTES, HAVE BEEN EXECUTED AND DELIVERED
BY A DULY AUTHORIZED OFFICER OF BAFC, AND EACH OF THE TRANSACTION DOCUMENTS
CONSTITUTES AND, IN THE CASE OF COMMERCIAL PAPER, WHEN EXECUTED AND ISSUED IN
ACCORDANCE WITH THE PROVISIONS HEREOF AND OF THE DEPOSITARY AGREEMENT, WILL
CONSTITUTE, A LEGAL, VALID AND BINDING OBLIGATION OF BAFC ENFORCEABLE AGAINST
BAFC IN ACCORDANCE WITH ITS RESPECTIVE TERMS EXCEPT THAT THE ENFORCEABILITY
THEREOF MAY BE SUBJECT TO THE EFFECTS OF ANY APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS NOW OR HEREAFTER IN EFFECT
RELATING TO CREDITORS' RIGHTS AND BY GENERAL PRINCIPLES OF EQUITY (REGARDLESS OF
WHETHER SUCH ENFORCEABILITY IS CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW).
SECTION 9.03
NO LEGAL BAR.
THE EXECUTION, DELIVERY AND PERFORMANCE BY
BAFC OF THE TRANSACTION DOCUMENTS WILL NOT VIOLATE ANY PROVISION OF ANY EXISTING
LAW OR REGULATION APPLICABLE TO BAFC, OR OF ANY ORDER, JUDGMENT, AWARD OR DECREE
OF ANY COURT, ARBITRATOR OR GOVERNMENTAL AUTHORITY APPLICABLE TO BAFC OR THE
CERTIFICATE OF INCORPORATION OR BYLAWS OF BAFC OR ANY MORTGAGE, INDENTURE,
LEASE, CONTRACT OR OTHER AGREEMENT, INSTRUMENT OR UNDERTAKING TO WHICH BAFC IS A
PARTY OR BY WHICH BAFC OR ANY OF ITS ASSETS MAY BE BOUND, AND WILL NOT, EXCEPT
AS OTHERWISE PROVIDED HEREIN OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS,
RESULT IN, OR REQUIRE, THE CREATION OR IMPOSITION OF ANY LIEN ON ANY OF ITS
PROPERTY, ASSETS OR REVENUES PURSUANT TO THE PROVISIONS OF ANY SUCH MORTGAGE,
INDENTURE, LEASE, CONTRACT OR OTHER AGREEMENT, INSTRUMENT OR UNDERTAKING.
SECTION 9.04
NO MATERIAL LITIGATION.
NO LITIGATION, INVESTIGATION OR
ADMINISTRATIVE PROCEEDING OF OR BEFORE ANY COURT, ARBITRATOR OR GOVERNMENTAL
AUTHORITY IS PENDING NOR, TO BAFC'S KNOWLEDGE, THREATENED AGAINST BAFC OR ANY OF
ITS ASSETS (A) WITH RESPECT TO THE TRANSACTION DOCUMENTS OR THE BORROWINGS
HEREUNDER OR (B) THAT, IF DETERMINED ADVERSELY, WOULD HAVE A MATERIAL ADVERSE
EFFECT ON THE BUSINESS, OPERATIONS, ASSETS, FINANCIAL CONDITION OR PROSPECTS OF
BAFC OR (C) THAT WOULD HAVE A MATERIAL ADVERSE EFFECT ON THE ABILITY OF BAFC TO
PERFORM UNDER THE TRANSACTION DOCUMENTS OR ON THE RIGHTS AND REMEDIES OF THE
ADMINISTRATIVE AGENT, THE COLLATERAL AGENT AND THE LIQUIDITY BANKS THEREUNDER.
SECTION 9.05
SECURITY INTEREST.
(A)
(I) NO EFFECTIVE FINANCING STATEMENT LISTING BAFC AS DEBTOR (OTHER
THAN ANY WHICH MAY HAVE BEEN FILED ON BEHALF OF THE COLLATERAL AGENT) COVERING
ANY OF THE ASSIGNED COLLATERAL IS ON FILE IN ANY PUBLIC OFFICE; (II) AT THE DATE
OF EACH DEPOSIT OF MONIES IN EACH COLLATERAL ACCOUNT, BAFC WAS, IS OR WILL THEN
BE THE LAWFUL OWNER OF, AND HAD, HAS OR WILL THEN HAVE GOOD TITLE TO, SUCH
MONIES, 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
(III) BAFC IS AND WILL BE THE LAWFUL OWNER OF, AND HAS AND WILL HAVE GOOD AND
MARKETABLE TITLE TO, ALL ASSIGNED COLLATERAL, FREE AND CLEAR OF ALL LIENS
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EXCEPT