TO
THE EFFECT THAT SUCH FINANCIAL STATEMENTS FAIRLY PRESENT IN ALL MATERIAL
RESPECTS THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF BAFC IN ACCORDANCE
WITH GAAP CONSISTENTLY APPLIED;
(K)
BEGINNING WITH THE FISCAL YEAR COMMENCING IN 2000, FURNISH TO THE
SERIES 2000-1 RATING AGENCIES AND THE ADMINISTRATIVE AGENT AS SOON AS AVAILABLE
BUT IN ANY EVENT WITHIN SIXTY (60) DAYS AFTER THE END OF EACH OF THE FIRST THREE
QUARTERS FOR EACH FISCAL YEAR OF BAFC, UNAUDITED FINANCIAL STATEMENTS CONSISTING
OF A BALANCE SHEET OF BAFC AS AT THE END OF SUCH QUARTER AND A STATEMENT OF
INCOME AND RETAINED EARNINGS FOR SUCH QUARTER, SETTING FORTH (IN THE CASE OF
FINANCIAL STATEMENTS FURNISHED FOR CALENDAR QUARTERS SUBSEQUENT TO THE FIRST
FULL CALENDAR YEAR OF BAFC) IN COMPARATIVE FORM THE CORRESPONDING FIGURES FOR
THE CORRESPONDING QUARTER OF THE PRECEDING FISCAL YEAR; AND BAFC WILL
ADDITIONALLY FURNISH, OR CAUSE TO BE FURNISHED, TO THE ADMINISTRATIVE AGENT
TOGETHER WITH THE FINANCIAL STATEMENTS REQUIRED PURSUANT TO CLAUSE (J) AND THIS
CLAUSE (K) A CERTIFICATE OF A RESPONSIBLE OFFICER OF BAFC STATING THAT (X) THE
ATTACHED FINANCIAL STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE WITH GAAP AND
ACCURATELY REFLECT THE FINANCIAL CONDITION OF BAFC AND (Y) TO THE BEST KNOWLEDGE
OF SUCH RESPONSIBLE OFFICER, NO MANDATORY CP WIND-DOWN EVENT OR MANDATORY
LIQUIDATION EVENT WAS CONTINUING AT THE END OF SUCH QUARTER OR ON THE DATE OF
SUCH STATEMENT OR, IF SUCH MANDATORY CP WIND-DOWN EVENT OR MANDATORY LIQUIDATION
EVENT WAS CONTINUING AT THE END OF SUCH QUARTER OR ON THE DATE OF SUCH
STATEMENT, SPECIFYING THE NAME AND PERIOD OF EXISTENCE THEREOF;
(L)
(I) EXCEPT AS OTHERWISE PERMITTED BY THE TRANSACTION DOCUMENTS,
PRESERVE, RENEW AND KEEP IN FULL FORCE AND EFFECT ITS CORPORATE EXISTENCE AND
(II) TAKE ALL REASONABLE ACTION TO MAINTAIN ALL RIGHTS, PRIVILEGES AND
FRANCHISES NECESSARY OR DESIRABLE
29
IN THE NORMAL CONDUCT OF ITS BUSINESS, EXCEPT WHERE THE FAILURE TO MAINTAIN THE
SAME WOULD NOT HAVE A MATERIAL ADVERSE EFFECT; AND
(M)
ON EACH DAY AFTER THE LIQUIDITY LOANS (WITH ACCRUED INTEREST
THEREON) HAVE BECOME DUE AND PAYABLE (WHETHER AT THE STATED MATURITY, BY
ACCELERATION OR OTHERWISE), GIVE THE NOTICE CONTEMPLATED BY SECTION 2.06 OF THE
SERIES 2000-1 SUPPLEMENT, SUCH NOTICE TO SPECIFY AN AMOUNT EQUAL TO THE LESSER
OF (I) THE FUNDS ON DEPOSIT IN THE SERIES 2000-1 COLLECTION SUBACCOUNT ON SUCH
DAY AND (II) THE OUTSTANDING AMOUNT OF THE LIQUIDITY LOANS (WITH ACCRUED
INTEREST THEREON) AND ALL OTHER AMOUNTS OWING UNDER THIS AGREEMENT.
SECTION 7.02
NEGATIVE COVENANTS.
BAFC WILL NOT:
(A)
CONTRACT FOR, CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY LIEN,
SECURITY INTEREST, CHARGE OR OTHER ENCUMBRANCE OF ANY NATURE UPON ANY OF ITS
PROPERTY OR ASSETS, WHETHER NOW OWNED OR HEREAFTER ACQUIRED EXCEPT FOR PERMITTED
LIENS AND AS OTHERWISE PROVIDED FOR IN THE SECURITY AGREEMENT OR THE DEPOSITARY
AGREEMENT;
(B)
CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY INDEBTEDNESS, WHETHER
CURRENT OR FUNDED, OR ANY OTHER LIABILITY EXCEPT PERMITTED INDEBTEDNESS;
(C)
EXCEPT AS CONTEMPLATED BY THE TRANSACTION DOCUMENTS,