Exhibit 10.23
                              AMENDED AND RESTATED
                               FACILITY AGREEMENT


                          Dated as of December 10, 1997


                                      among


                              B. I. FUNDING, INC.,
                                   as Company

                          BURLINGTON INDUSTRIES, INC.,
                                   as Servicer

                                       and

                              WACHOVIA BANK, N.A.,
                          as Agent and Collateral Agent





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                               TABLE OF CONTENTS||

                                                                            Page

                             PRELIMINARY STATEMENTS

                                   ARTICLE I.

                            DEFINITIONS; CONSTRUCTION

         SECTION 1.01      Definitions; Construction..........................2

                                   ARTICLE II.

                   ADMINISTRATION AND SERVICING OF RECEIVABLES


         SECTION 2.01      Appointment of and Acceptance by BII of Servicing
                                    Obligations...............................2
         SECTION 2.02      Servicing Compensation; Servicer Advances..........3
         SECTION 2.03      Representations and Warranties of the Servicer.....4
         SECTION 2.04      Accountant's Servicing Report......................5
         SECTION 2.05      Compliance Statements..............................6
         SECTION 2.06      Collection Procedures..............................7
         SECTION 2.07      Weekly Report......................................7
         SECTION 2.08      Monthly Settlement Statement.......................8
         SECTION 2.09      Servicer Resignation...............................8
         SECTION 2.10      Access to Certain Documentation and Information 
                                    Regarding the Receivables.................8
         SECTION 2.11      Servicer Termination Notice........................8
         SECTION 2.12      Successor Servicer.................................9
         SECTION 2.13      Appointment of Successor..........................10
         SECTION 2.14      Covenants of the Servicer.........................10

                                  ARTICLE III.

                   ALLOCATIONS AND APPLICATIONS OF PROCEEDS OF
                     ADVANCES, COLLECTIONS AND OTHER AMOUNTS

         SECTION 3.01    Use of Advances, Servicer Advances and Collections...13


 

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                                   ARTICLE IV.

                                  MISCELLANEOUS

         SECTION 4.01      Notices............................................17
         SECTION 4.02      Binding Effect.....................................18
         SECTION 4.03      Applicable Law.....................................18
         SECTION 4.04      Waivers; Amendment.................................18
         SECTION 4.05      Waiver of Jury Trial...............................18
         SECTION 4.06      Severability.......................................19
         SECTION 4.07      Counterparts.......................................19
         SECTION 4.08      No Recourse........................................19
         SECTION 4.09      Consent to Jurisdiction............................19
         SECTION 4.10      Bankruptcy Petition Against the Company............20
         SECTION 4.11      No Recourse........................................20
         SECTION 4.12      Attorney-in-Fact...................................20
||

 

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                     AMENDED AND RESTATED FACILITY AGREEMENT


         AMENDED AND RESTATED FACILITY AGREEMENT,  dated as of December 10, 1997
among B. I. FUNDING,  INC., a Delaware  corporation (the "Company"),  BURLINGTON
INDUSTRIES,  INC., a Delaware  corporation  ("BII"),  as Servicer,  and WACHOVIA
BANK, N.A.  ("Wachovia"),  in its capacity as agent under the Loan Agreement (as
herein  defined) (in such capacity,  the "Agent") and as collateral  agent under
the Security  Agreement (as herein  defined) (in such capacity,  the "Collateral
Agent").


                             PRELIMINARY STATEMENTS

         1. Wachovia,  at the Company's request,  has arranged for the extension
of financing to the Company pursuant to the terms of the Loan Agreement dated as
of December 10, 1997, as it may be amended,  supplemented  or modified from time
to time (as so amended,  supplemented or modified,  the "Loan  Agreement") among
the Company, the Agent, the financial  institutions party thereto (collectively,
the  "Liquidity  Lenders"),  Blue Ridge Asset Funding  Corp.,  as the commercial
paper  lender (the  "Conduit  Lender")  (the  Liquidity  Lenders and the Conduit
Lender, collectively, the "Lenders").

         2. Pursuant to the Amended and Restated  Receivables Purchase Agreement
dated as of December 10, 1997,  as it may be amended,  modified or  supplemented
from  time to time (as so  amended,  supplemented  or  modified,  the  "Purchase
Agreement") among BII, B.I.  Transportation,  Inc.,  Burlington  Fabrics,  Inc.,
Burlington Apparel Services Company,  Burlington International Services Company,
The Bacova Guild, Ltd. and any Additional Sellers (collectively,  the "Sellers")
and the  Company,  the Company is  purchasing  Receivables  (such term and other
capitalized  terms used herein being  defined as provided in Section  1.01) from
the  Sellers,  and is  pledging  all of its right,  title and  interest  in such
Receivables  and certain  other  assets of the Company to the  Collateral  Agent
pursuant to the Security Agreement.

         3. The  Servicer has agreed to service the  Receivables  and account to
the Company, the Collateral Agent and the Agent as provided herein.

         Accordingly, in consideration for the premises and the mutual covenants
contained herein and other good and valuable  consideration (the sufficiency and
receipt of which are hereby acknowledged), the parties hereto agree as follows:

 

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                                   ARTICLE I.

                            DEFINITIONS; CONSTRUCTION

         SECTION 1.01 Definitions;  Construction. (a) Capitalized terms used and
not defined  herein  shall have the  meanings  assigned to such terms in Annex Z
attached hereto.  For all purposes in this Agreement,  the following terms shall
have the following meanings:

         "Facilities  Costs" means fixed fees payable to the Agent, the Lenders,
and to the extent the Servicer is not an Affiliate of the Company, the Servicing
Fee.

         "Servicing Fee" has the meaning assigned to such term in Section 2.02.

          "Servicing  Fee  Base"  means  (i)  prior to the  Commencement  of the
Amortization  Period,  the  Liquidity  Commitment  Amount,  and (ii)  during the
Amortization  Period, the lesser of (x) the Liquidity  Commitment Amount and (y)
the aggregate Outstanding Balance of Receivables held by the Company.

         "Successor  Servicer"  shall have the meaning  assigned to such term in
Section 2.13.

                  (b) The definitions referred to or set forth in this Article I
shall apply equally to both the singular and plural forms of the terms  defined,
whenever the context may require,  any pronoun shall  include the  corresponding
masculine,  feminine and neuter forms, and the words "include",  "includes," and
"including" shall be deemed to followed by the phrase "without  limitation." All
references herein to Articles and Sections shall be deemed reference to Articles
and  Sections of this  Agreement  unless the context  shall  otherwise  require.
Except as otherwise  expressly  provided  herein,  all terms of an accounting or
financial nature shall be construed in accordance with GAAP.

                                   ARTICLE II.

                   ADMINISTRATION AND SERVICING OF RECEIVABLES

         SECTION  2.01  Appointment  of  and  Acceptance  by  BII  of  Servicing
Obligations.  (a) The Company hereby appoints BII as servicer of the Receivables
(BII in such  capacity and any Successor  Servicer  being the  "Servicer").  BII
agrees to act as the Servicer under this Agreement on behalf of the Company, for
the benefit of the Agent,  the Lenders and the  Collateral  Agent.  The Servicer
shall (i) except as otherwise limited herein, manage, administer and collect the
Receivables and exercise all  discretionary  powers involved in such management,
administration  and collections and (ii) bear all costs and expenses incurred in
connection  therewith  that may be  necessary  or advisable  and  permitted  for
carrying out the transactions  contemplated by the Transaction Documents. In the
management, administration and collection of the Receivables, the Servicer shall
exercise the same care that it has exercised in handling similar matters for its
own account, and the Servicer shall comply with the Policies. In connection with
the foregoing, the Servicer shall be

 

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permitted to subcontract its  obligations  under this Section 2.01 to any Person
satisfactory to the Company and the Required Lenders that agrees to perform such
obligations  in  accordance  with the terms of this  Agreement and the Policies;
provided,  however,  that the Servicer  shall remain  fully  responsible  to the
Company, the Agent, the Collateral Agent and the Lenders for any and all acts or
failures to act of any such  subcontractor to the same extent as if the Servicer
were  fully   directly   responsible   for  such   subcontractor's   duties  and
responsibilities.

                  (b) The  Servicer  shall,  at its own  cost and  expense,  (i)
         retain the electronic ledger used by the Servicer as a master record of
         the Receivables and copies of all documents relating to each Receivable
         as custodian for the Company and (ii) mark the computer files and other
         physical  records of the Receivables (by means of a general legend that
         will  automatically  appear  at or near  the  beginning  of any list or
         print-out  of the  Receivables)  to the effect that,  unless  otherwise
         specifically  identified on such list or print-out as a Receivable  not
         so  sold or  transferred,  all  Receivables  included  in such  list or
         print-out  have been sold to the  Company,  and a security  interest in
         such Receivables has been subsequently  granted to the Collateral Agent
         for the  benefit of the Secured  Parties  (as  defined in the  Security
         Agreement) pursuant to the Security Agreement.

                  (c) The  Servicer  shall  notify  the  Company  and the  Agent
         promptly  after  obtaining  knowledge  that any  Receivable  has become
         subject  to a Lien other  than any Lien  created  or imposed  under any
         Transaction Document.

         SECTION  2.02  Servicing   Compensation;   Servicer  Advances.  (a)  As
compensation for its servicing  activities  hereunder and  reimbursement for its
expenses  incurred as the Servicer,  the Servicer shall be entitled to receive a
servicing fee (the "Servicing  Fee") from the Company equal to the Servicing Fee
Rate  multiplied by the average daily  Servicing Fee Base, such Servicing Fee to
be payable in respect of each fiscal month in arrears on the Monthly  Settlement
Date immediately succeeding such fiscal month, commencing on the first such date
to occur after the  Effective  Date,  calculated  in each case on the basis of a
360-day year and the actual number of days elapsed.  "Servicing  Fee Rate" means
(x) 0.5% per annum at a time when (i) BII is the Servicer,  (ii) no Amortization
Event has occurred and is continuing, and (iii) the Dilution Reserve Trigger has
not occurred, and (y) 1.0% per annum at all other times. The Servicer shall bear
all costs and expenses (without right of  reimbursement)  incurred in connection
with performing its activities  hereunder,  including fees and  disbursements of
independent  accountants  and all other  expenses  incurred  by the  Servicer in
connection with its activities hereunder;  provided,  that in no event shall the
Servicer be liable for any federal,  state or local income or franchise  tax, or
any  interest or  penalties  with respect  thereto,  assessed on the Agent,  the
Collateral Agent, any Lenders or the Company.  The Servicer shall be required to
pay such costs and any expenses  for its own account,  and shall not be entitled
to any payment therefor other than the Servicing Fee.

                  (b)  The  Servicer  may  elect,  in its  discretion,  to  make
unsecured advances to the Company ("Servicer Advances") to pay amounts due under
the  Loan  Agreement,  provided  that  the  Servicer  reasonably  expects  to be
reimbursed therefor from Collections as provided in this Agreement. The Servicer
Advances shall be due and payable on the first Anniversary of the

 

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Termination  Date;  provided that the Servicer  Advances shall be prepaid to the
extent of payments provided for in Article III.

         SECTION  2.03  Representations  and  Warranties  of the  Servicer.  The
Servicer represents and warrants to the Company, the Agent and each Lender that:

                  (a) The Servicer (i) is a corporation duly organized,  validly
existing and in good standing  under the laws of the state of its  incorporation
and (ii) has all requisite  corporate power and authority to own and operate its
properties,  to  carry on its  business  as now  conducted  and  proposed  to be
conducted, to enter into each Transaction Document to which it is a party and to
carry out the transactions contemplated hereby and thereby.

                  (b) The Servicer is qualified as a foreign corporation in each
jurisdiction  where it is required to be so qualified to service the Receivables
as required by the Transaction Documents and has obtained all necessary licenses
and approvals as required under federal and state law,  except in  jurisdictions
where the  failure to be so  qualified,  licensed  or  approved  will not have a
material  adverse effect on the ability of the Servicer to comply with the terms
of the Transaction Documents.

                  (c) The execution, delivery and performance by the Servicer of
each  Transaction  Document to which it is a party and the  consummation  of the
transactions  contemplated  thereby have been duly  authorized  by all necessary
corporate action and will not (i) violate any provision of law applicable to it,
its Certificate of Incorporation or Bylaws, or any order,  judgment or decree of
any court or other  agency of  government  binding on it,  (ii)  conflict  with,
result in a breach of or constitute (with due notice or lapse of time or both) a
default under any of its Contractual Obligations, (iii) result in or require the
creation or imposition of any Lien upon any of its  properties or assets or (iv)
require any approval of  Stockholders  or any approval or consent of any Persons
under any  Contractual  Obligation  of the  Servicer or any member of the Parent
Group,  except for (A) such  approvals or consents  which will be obtained on or
before the  Effective  Date and are set forth in Schedule  2.03 (c) and (B) such
violations,  conflicts,  breaches,  Liens and defaults which would not have, and
such approvals the absence of which would not have, a material adverse effect on
(1) the business,  operations,  property,  assets or financial  condition of the
Servicer,  (2) the validity or enforceability of, or the ability of the Servicer
to perform its obligations under, the Transaction Documents or (3) the validity,
enforceability or priority of the Liens created by the Purchase Agreement or the
Security Agreement.

                  (d) The execution, delivery and performance by the Servicer of
the  Transaction  Documents to which it is a party and the  consummation  of the
transactions  contemplated  thereby do not and will not require any registration
with,  consent or approval of, or notice to, or other action to, with or by, any
federal,  state or other  governmental  authority or regulatory  body except for
filings, consents, notices,  authorizations,  and approvals the absence of which
would  not have a  material  adverse  effect  on (i) the  business,  operations,
property,  assets or financial  condition of the Servicer,  (ii) the validity or
enforceability  of, or the ability of the  Servicer  to perform its  obligations
under,  the  Transaction  Documents  or (iii) the  validity,  enforceability  or
priority  of  the  Liens  created  by the  Purchase  Agreement  or the  Security
Agreement.

 

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                  (e) This Agreement is, and the other Transaction  Documents to
which the Servicer is a party,  when executed and delivered by the Servicer will
be, the  legally  valid and binding  obligations  of the  Servicer,  enforceable
against the  Servicer  in  accordance  with their  respective  terms,  except as
enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar  laws  relating  to or limiting  creditors'  rights  generally  or by
equitable principles relating to enforceability.

                  (f)  There is no  action,  suit,  proceeding  or  governmental
investigation of which the Servicer has knowledge or arbitration (whether or not
purportedly  on behalf of the  Servicer) at law or in equity or before or by any
federal, state, municipal or other governmental department,  commission,  board,
bureau,  agency or  instrumentality,  domestic  or  foreign,  pending or, to the
knowledge of the Servicer,  threatened  against or affecting the Servicer or any
of its property  which would  reasonably be expected to have a material  adverse
effect on (i) the business, operations,  property, assets or financial condition
of the Servicer,  (ii) the validity or enforceability  of, or the ability of the
Servicer to perform its obligations  under,  the Transaction  Documents or (iii)
the  validity,  enforceability  or priority of the Liens created by the Purchase
Agreement or the Security Agreement.

                  (g)  (i)  No   representation  or  warranty  of  the  Servicer
contained  in this  Agreement,  any  other  Transaction  Document,  or any other
document, certificate or written statement furnished to the Lenders or the Agent
by or on behalf of the  Servicer  for use in  connection  with the  transactions
contemplated by this Agreement  (including any Settlement  Report)  contains any
untrue  statement of a material fact or omits to state a material fact (known to
the Servicer in the case of any document not furnished by it) necessary in order
to  make  the  statements  contained  herein  or  therein  not  misleading.  Any
reaffirmation  of the  foregoing  sentence is subject to any change in the facts
and conditions on which such  representations  and  warranties are based,  which
changes are required or permitted under this Agreement;  provided, however, that
in all cases no  representation  or warranty of the  Servicer  contained in this
Agreement,  any  Transaction  Document,  or any other  document,  certificate or
written  statement  furnished to the Lenders or the Agent by or on behalf of any
such Person for use in connection  with the  transactions  contemplated  by this
Agreement  contained at the time made any untrue  statement  of a material  fact
(known  to any such  Person in the case of any  document  not  furnished  by it)
necessary  in  order to make the  statement  contained  herein  or  therein  not
misleading.

                           (ii)  The  historical  financial  statements  of  the
                  Servicer  and its  Subsidiaries  contained  in its most recent
                  audited  financial  statements,  dated  September 28, 1996, as
                  such  financial  statements may be  supplemented  from time to
                  time, fairly present their results of operations and financial
                  condition  for  the  periods  and  as of the  dates  presented
                  (subject to year-end audit adjustments).

         SECTION 2.04  Accountant's  Servicing  Report.  At the direction of the
Required  Lenders  (which  direction may be given at any time),  the Agent shall
instruct  the Servicer to (and the  Servicer  shall) cause a firm of  nationally
recognized independent public accountants (who may also

 

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render  other  services  to the  Servicer or any Seller) to furnish a report (an
"Outside  Report") to the Company and the Agent,  to the effect set forth below.
The  Servicer  shall (i) select the firm of  nationally  recognized  independent
public accountants to prepare the first such Outside Report for each Fiscal Year
and (ii) pay all costs and  expenses of the first such Outside  Report  prepared
for each Fiscal Year. All other Outside Reports for such Fiscal Year shall be at
the pro rata expense of the Liquidity Lenders.

         An Outside Report shall be to the effect that:

                  (a) such firm has made a study and  evaluation,  in accordance
with generally accepted auditing  standards,  of the Servicer's and the Sellers'
internal accounting controls relating to the Receivables,

                  (b) on the  basis  of such  examination,  such  firm is of the
opinion  that the system of internal  accounting  controls in effect on the date
set forth in such report,  relating to the Receivables and the Collections taken
as a whole,  were  sufficient  for the  prevention  and  detection of errors and
irregularities in amounts that would be material,

                  (c) the Servicer was servicing the  Receivables  in compliance
with  the  provisions  of this  Agreement  with  which  the  independent  public
accountants  possess  adequate  professional  knowledge and which are reasonably
subject  to  positive  assurance  by them,  except for such  exceptions  as they
believe to be immaterial and such other exceptions as shall be set forth in such
report, and

                  (d) using generally  accepted  auditing  standards,  they have
compared  a  representative  sample of Weekly  Reports  and  Monthly  Settlement
Statements  randomly  chosen  during  such period and  delivered  to the Company
pursuant to Sections 2.07 and 2.08 during the period covered by such report with
each Seller's and the Servicer's  computer  reports that were the source of such
amounts and that on the basis of such  comparison,  such  accountants are of the
opinion that such reports are in agreement,  except for such  exceptions as they
believe to be immaterial and such other exceptions as shall be set forth in such
statement.

         The Servicer  shall make its officers and employees  available  (during
normal  business  hours and upon  reasonable  notice)  for  discussion  with the
Persons preparing any such Outside Report.

         SECTION 2.05  Compliance  Statements.  The Servicer will deliver to the
Company and the Agent on or before the date 45 days after the end of each Fiscal
Quarter,  commencing  with the fourth Fiscal  Quarter of fiscal year 1997 of the
Company,  a certificate  signed by an executive officer or Financial Officer (or
any other officer or similar official  responsible for the administration of the
obligations of the Servicer) (a "Responsible Officer") of the Servicer,  stating
that (i) a review of the activities of the Servicer relating to the servicing of
the Receivables during the prior quarter and of performance under this Agreement
has been made under such officer's  supervision,  (ii) such Responsible  Officer
has reviewed any reports prepared by the internal audit department or the

 

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independent auditors for the Servicer or the Sellers, in either case relating to
the Receivables  (including the servicing thereof) for the period since the date
of the last such report (it being understood that such reports shall be prepared
at times and in form consistent  with past  practice),  and (iii) to the best of
such Responsible  Officer's  knowledge,  based on such review,  the Servicer has
fulfilled all its obligations under this Agreement throughout the period covered
by such review,  or, if there has been a default in the  fulfillment of any such
obligations,  specifying each such default known to such officers and the nature
and status thereof.

         SECTION 2.06 Collection  Procedures.  (a) The Servicer, the Sellers and
the  Company  have  established  and  shall  maintain  hereafter  the  system of
collecting and processing Collections of Receivables set forth in paragraphs (b)
through (e) below.

                  (b) The Obligors  shall have been  instructed to make payments
         with  respect  to  Receivables  only to a  Lockbox  Account  or by wire
         transfer to the Concentration  Account. The Servicer shall, at least as
         often as once each day that is both a  Business  Day and a day on which
         the Servicer is open for  business,  process such payments by recording
         the amount of the payment received from the Obligor and the identity of
         the Obligor,  and, with the Requisite  Frequency in same day funds, the
         Company and the Servicer shall cause all moneys and other  evidences of
         payment  collection (other than checks which are to have been submitted
         for collection)  deposited in the Lockbox Accounts to be transferred to
         the  Concentration  Account;  provided,  that to the  extent a  Lockbox
         Account  is also the  Concentration  Account,  such  transfer  shall be
         deemed made upon deposit  therein.  The Company and the Servicer  shall
         cause  all  moneys  and   evidences   of  payments   deposited  in  the
         Concentration Account to be transferred with the Requisite Frequency in
         same day  funds  (including  amounts  transferred  on such day from any
         Lockbox Account pursuant to the preceding sentence and amounts referred
         to in Section 2.06(c)),  to the Collection  Deposit Account;  provided,
         that  (i) if  the  Collateral  Agent  shall  not  have  terminated  the
         Servicer's  authority to initiate  transfers as provided in the Lockbox
         Agreements,  such  transfer  shall be  required  only on days  when the
         Servicer is open for business,  and (ii) during any Amortization Period
         all such amounts shall be transferred from the Concentration Account to
         Collection Account "B".

                  (c) The Servicer and the Company  shall cause all  Collections
         otherwise received by them to be deposited in the Concentration Account
         as soon as  practicable  after receipt  thereof,  but in no event later
         than the Business Day after such receipt.

                  (d) Any funds held by the Company or the Servicer representing
         Collections shall, until deposited in a Collection  Account, be held in
         trust by such Person for and as the Collateral  Agent's  property,  for
         the ratable  benefit of the Secured Parties (as defined in the Security
         Agreement).

                  (e) Each of the Company and the  Servicer  irrevocably  waives
         any  right  to  set  off  against,   or  otherwise   deduct  from,  any
         Collections.


 

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         SECTION 2.07 Weekly Report.  (a) The Servicer shall prepare and deliver
to the Agent,  the  Collateral  Agent and the  Company  (by  telecopy)  a Weekly
Report,  certified by a Financial  Officer or Assistant  Treasurer on the Weekly
Settlement Date (containing  information as of the immediately  preceding Weekly
Cut-Off  Date) on or before  9:00 a.m.,  Atlanta  time on such  date;  provided,
however,  that if a "system  failure" or other similar  technical  failure shall
occur in the operations of the Servicer that produce data included in the Weekly
Report,  such Weekly Report shall be prepared and  telecopied to the Agent,  the
Collateral  Agent and the  Company  within  two  Business  Days of the date such
Weekly Report was otherwise required to be prepared and telecopied to the Agent,
the Collateral Agent and the Company.

                  (b) Upon  discovery  of any error in any  Weekly  Report,  the
         Agent,  the Company,  the  Servicer,  and the Sellers  shall confer and
         shall agree upon any necessary adjustments to correct such error. Until
         correction  of such  error,  all  Collections  shall be retained in the
         Collection Deposit Account. Unless the Agent has received actual notice
         of any discrepancy,  the Agent, the Lenders and the Company may rely on
         such Weekly  Report for all  purposes  hereunder,  and for all purposes
         under any other Transaction Document.

         SECTION 2.08 Monthly Settlement  Statement.  On each Monthly Settlement
Statement Date, the Servicer shall, prior to 12:00 noon (Atlanta time),  deliver
to the Company and the Agent, the Monthly Settlement Statement for the preceding
fiscal month  certified by a Financial  Officer,  and the Agent shall  forward a
copy of such Monthly  Settlement  Statement to the Lenders;  provided,  however,
that if a "system failure" or other similar technical failure shall occur in the
operations of the Servicer that produce data included in the Monthly  Settlement
Statement,  such Monthly Settlement  Statement shall be prepared and provided to
the  Company and the Agent  within two  Business  Days of the date such  Monthly
Settlement  Statement was otherwise required to the prepared and provided to the
Company and the Agent.

         SECTION 2.09 Servicer  Resignation.  The Servicer shall not resign from
the obligations and duties under this Agreement hereby imposed on it except upon
determination  that (i) the  performance  of its duties  hereunder  is no longer
permissible  under  applicable law and (ii) there is no reasonable  action which
the  Servicer  could  take to  make  the  performance  of its  duties  hereunder
permissible  under  applicable  law.  Any  such  determination   permitting  the
resignation  of the  Servicer  shall be  evidenced  as to clause (i) above by an
opinion of counsel to such effect  delivered to the Agent.  No such  resignation
shall  become  effective  until a  Successor  Servicer  shall have  assumed  the
responsibilities and obligations of the Servicer in accordance with this Section
and Sections 2.11 and 2.12.

         SECTION 2.10 Access to Certain  Documentation and Information Regarding
the  Receivables.  The Servicer  shall provide the Company,  the Agent and their
respective   representatives   access  to  the   documentation   regarding   the
Receivables,  such  access  being  afforded  without  charge  but  only (i) upon
reasonable  request,  (ii) during normal  business  hours,  (iii) subject to the
Servicer's  normal security and  confidentiality  procedures and (iv) at offices
designated  by the  Servicer.  The  obligation  of the  Servicer to provide such
reasonable access to information regarding

 

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the  Receivables  shall  survive its  termination  as Servicer  until all of the
Obligations  of the Company to the Lenders  under the Loan  Agreement  have been
satisfied in full.

         SECTION 2.11 Servicer  Termination Notice. If (i) an Amortization Event
shall have  occurred and be  continuing  or (ii) there has been a failure by the
Servicer to perform its  obligations  as Servicer and such failure  could have a
material adverse effect on the collection of the  Receivables,  the value of the
Collateral or the ability of the Collateral Agent to exercise its remedies under
the Security Agreement, the Agent may, at the direction of the Required Lenders,
by notice given in writing to the Servicer, the Collateral Agent and the Company
(each such notice and each notice to the Servicer  referred to in the  following
sentence, being a "Servicer Termination Notice") terminate all of the rights and
obligations  of the  Servicer  under  this  Agreement  pursuant  to the terms of
Section 2.12. The Company may at any time, with the prior written consent of the
Required  Lenders  by notice  given in writing  to the  Servicer  and the Agent,
terminate all the rights and  obligations of the Servicer  pursuant to the terms
of Section 2.12.  Notwithstanding  any termination of the rights and obligations
of the Servicer,  such terminated Servicer shall remain responsible for any acts
or omissions to act by it as Servicer prior to such termination.

         SECTION 2.12 Successor Servicer. (a) After receipt by the Servicer of a
Servicer  Termination  Notice,  or after  resignation of a Servicer  pursuant to
Section  2.09,  and on the  date  that a  Successor  Servicer  shall  have  been
appointed by the  Collateral  Agent  pursuant to Section 2.13, all authority and
power of the  Servicer  under  this  Agreement  shall pass to and be vested in a
Successor Servicer;  and the Collateral Agent is hereby authorized and empowered
(upon the failure of the  Servicer to  cooperate)  to execute  and  deliver,  on
behalf of the Servicer as attorney-in-fact or otherwise, all documents and other
instruments  upon the  failure  of the  Servicer  to  execute  or  deliver  such
documents  or  instruments,  and to do and  accomplish  all other acts or things
necessary or  appropriate  to effect the purposes of such  transfer of servicing
rights.

                  (b) The Servicer agrees to cooperate with the Collateral Agent
         and  such  Successor  Servicer  in  effecting  the  termination  of the
         responsibilities  and  rights  of the  Servicer  to  conduct  servicing
         hereunder,  including  the transfer to such  Successor  Servicer of all
         authority of the Servicer to service the Receivables provided for under
         this  Agreement,  including all authority  over all  Collections  which
         shall on the date of transfer be held by the Servicer  for deposit,  or
         which shall thereafter be received with respect to the Receivables.

                  (c)  The  Servicer  shall  promptly  transfer  its  electronic
         records  relating to the Receivables to the Successor  Servicer in such
         electronic  form as the Successor  Servicer may reasonably  request and
         shall  promptly  transfer to the Successor  Servicer all other records,
         correspondence and documents  necessary for the continued  servicing of
         the  Receivables  in the  manner  and at such  times  as the  Successor
         Servicer shall reasonably  request.  To the extent that compliance with
         this Section  shall  require the Servicer to disclose to the  Successor
         Servicer  information  of  any  kind  which  the  Servicer  or  Company
         reasonably  deems to be confidential,  the Successor  Servicer shall be
         required to enter into such  customary  licensing  and  confidentiality
         agreements as the Servicer or Company  shall deem  necessary to protect
         its interest. All costs and expenses incurred in connection with a

 

                                                         9

<PAGE>



         transfer of servicing shall be borne by the outgoing Servicer.  Each of
         the Sellers and the Company shall,  upon request,  at all times provide
         such  information  and  assistance to the Servicer as shall be required
         for the Servicer to perform its obligations hereunder.

         SECTION 2.13 Appointment of Successor.  (a) On and after the receipt by
the Servicer of a Servicer Termination Notice pursuant to Section 2.11, or after
resignation of a Servicer  pursuant to Section 2.09, the Servicer shall continue
to perform all servicing functions under this Agreement until the date specified
in the  Servicer  Termination  Notice or otherwise  specified by the  Collateral
Agent in writing or, if no such date is specified  in the  Servicer  Termination
Notice or otherwise  specified by the  Collateral  Agent,  until a date mutually
agreed  upon  by the  Servicer  and  the  Collateral  Agent.  The  Agent,  after
consultation with the Lenders, shall as promptly as possible after the giving of
a Servicer  Termination  Notice  appoint a Successor  Servicer  (the  "Successor
Servicer") and such Successor Servicer shall accept its appointment by a written
assumption in a form acceptable to the Agent. The Agent may obtain bids from any
potential Successor Servicer.

                  (b) Upon its  appointment,  the  Successor  Servicer  shall be
         successor  in all  respects to the  Servicer  with respect to servicing
         functions  under  this  Agreement  and  shall  be  subject  to all  the
         responsibilities, duties and liabilities relating thereto placed on BII
         in its  capacity  as  Servicer  or on the  Servicer  by the  terms  and
         provisions  hereof,  and all references in this Agreement to BII in its
         capacity as Servicer or to the Servicer shall be deemed to refer to the
         Successor Servicer.  Any Successor Servicer that is not an Affiliate of
         the  Company  or any of the  Sellers  shall  expressly  consent  to and
         acknowledge  the  security  interest  granted to the  Collateral  Agent
         pursuant to the Security Agreement.

                  (c) All authority and power granted to the Successor  Servicer
         under this  Agreement  shall  automatically  cease and  terminate  upon
         termination  of this  Agreement  and shall pass to and be vested in the
         Company and the Company is hereby  authorized  and empowered to execute
         and deliver, on behalf of the Successor  Servicer,  as attorney-in-fact
         or  otherwise,  all  documents  and  other  instruments,  and to do and
         accomplish all other acts or things  necessary or appropriate to effect
         the  purposes  of such  transfer of  servicing  rights.  The  Successor
         Servicer  agrees  to  cooperate  with  the  Company  in  effecting  the
         termination  of  the  responsibilities  and  rights  of  the  Successor
         Servicer  to  conduct  servicing  on  the  Receivables.  The  Successor
         Servicer  shall  transfer  its  electronic   records  relating  to  the
         Receivables  therein to the Company (or, at the request of the Company,
         a Seller) in such electronic form as the Company may reasonably request
         and shall transfer all other records,  correspondence  and documents to
         the Company (or, at the request of the Company, a Seller) in the manner
         and at such  times as the  Company  shall  reasonably  request.  To the
         extent  that  compliance  with this  Section  2.13  shall  require  the
         Successor   Servicer   to  disclose  to  the  Company  or  the  Sellers
         information  of any  kind  which  the  Successor  Servicer  deems to be
         confidential,  the  Company  shall  be  required  to  enter  into  such
         customary  licensing  and  confidentiality  agreements as the Successor
         Servicer shall deem  necessary to protect its interests.  All costs and
         expenses  incurred in  connection  with a transfer  servicing  shall be
         borne by the outgoing Successor Servicer.


 

                                                        10

<PAGE>



         SECTION 2.14    Covenants of the Servicer. The Servicer covenants that:

                  (a)  Condition of Assets;  Insurance.  The Servicer  shall (i)
         keep all  property and assets  useful and  necessary in its business as
         Servicer in good  working  order and  condition  (normal  wear and tear
         excepted),   (ii)  maintain,   with  financially  sound  and  reputable
         insurance companies, insurance on all its property and assets necessary
         in its  business as  Servicer  in at least such  amounts and against at
         least such risks (and with such risk  retention) as are usually insured
         against in the same general area by  companies  of  established  repute
         engaged in the same or a similar  business and reasonably  satisfactory
         to the Agent,  (iii) furnish to the Agent,  upon written request,  full
         information  as to the  insurance  carried,  (iv)  within  five days of
         receipt of notice  from any  insurer,  furnish the Agent with a copy of
         any notice of  cancellation  or material  change in coverage  from that
         existing on the  Effective  Date and (v)  forthwith,  furnish the Agent
         with  notice of any  cancellation  or  nonrenewal  of  coverage  by the
         Servicer. The Servicer shall (i) maintain disaster recovery systems and
         back-up computer and other information  management systems that, in the
         Servicer's reasonable judgment,  are sufficient to protect its business
         as  Servicer  against  material  interruption  or loss in the  event of
         damage  to,  or  loss or  destruction  of,  its  primary  computer  and
         information  management  systems  and (ii)  furnish to the Agent,  upon
         written request,  full information as to such disaster recovery systems
         and back-up computer and information management systems.

                  (b)  Indemnification.  (i) In any suit,  proceeding  or action
         brought by the Agent, any Seller, the Company,  the Collateral Agent or
         any  Lender  for any sum owing  with  respect  to any of such  persons'
         interest in a Receivable,  the Servicer  will save,  indemnify and keep
         the Agent,  the Sellers,  the  Company,  the  Collateral  Agent or such
         Lender, as the case may be, harmless from and against all expense, loss
         or damage  suffered  by reason of any  defense,  setoff,  counterclaim,
         recoupment or reduction of liability whatsoever arising out of a breach
         by the Servicer of any  obligation  of the Servicer  with respect to an
         Obligor or arising out of any agreement,  indebtedness  or liability at
         any time owing to or in favor of such Obligor or its successor from the
         Servicer,  and all such obligations of the Servicer shall be and remain
         enforceable  against  and only  against the  Servicer  and shall not be
         enforceable  against the Agent, the Collateral  Agent, any Seller,  the
         Company, or any Lender, as the case may be.

                           (ii) The Servicer  shall  indemnify and hold harmless
                  the Agent, the Sellers,  the Company, the Collateral Agent and
                  the Lenders against any claim, loss, liability, cost, expense,
                  damage or injury suffered or sustained by reason of any action
                  taken by the Servicer relating to any Receivable.

                  (c) Compliance  with  Requirements  of Law. The Servicer shall
         duly satisfy all  obligations  on its part to be fulfilled  under or in
         connection with each Receivable and the related Obligor,  will maintain
         in effect all  qualifications  required  under  Requirements  of Law in
         order to service  properly each  Receivable and the related Obligor and
         will comply in all material respects with all other Requirements of Law
         in connection with servicing each

 

                                                        11

<PAGE>



         Receivable  and the  related  Obligor  the failure to comply with which
         would have a material adverse effect on the Lenders or the Agent.

                  (d) No  Rescission  or  Cancellation.  The Servicer  shall not
         permit any  rescission  or  cancellation  of any  Receivable  except as
         ordered  by a court of  competent  jurisdiction  or other  Governmental
         Authority and except in connection with Dilutive Credits and Write-Offs
         in  conformity  with the  Policies  or as  otherwise  permitted  in the
         Security Agreement.

                  (e)  Protection  of Rights.  The  Servicer  shall not take any
         action which,  or omit to take any action the omission of which,  would
         impair the rights of the Company,  the Agent,  the Collateral Agent and
         the Lenders in any Receivable or with respect to the related Obligor or
         the  rights  of the  Agent,  nor shall it  reschedule,  revise or defer
         payments due on any Receivable except in accordance with the Policies.

                  (f) Change in Payment  Instructions to Obligors.  The Servicer
         will not instruct the Obligors of any Purchased Receivables to make any
         payments  with  respect  to  such  Purchased   Receivables  other  than
         hereunder or under the Security Agreement.

                  (g)  Modification  of Ledger.  The Servicer will not delete or
         otherwise  modify the marking on the electronic  ledger  referred to in
         Section 5.01(g) of the Purchase Agreement.

                  (h)  Extension or Amendment of  Receivables  or Policies.  The
         Servicer  will not extend,  amend or  otherwise  modify,  or attempt or
         purport  to  extend,  amend  or  otherwise  modify,  the  terms  of any
         Purchased  Receivables,  except  in  accordance  with the  terms of the
         Policies,  or amend or otherwise  modify or waive any term or condition
         of the Policies.

                  (i)  Collection of  Receivables.  (i) Upon the  occurrence and
         during the continuance of an Amortization Event and upon the request of
         the Collateral  Agent,  or upon the  commencement  of the  Amortization
         Period, the Servicer will deliver to the Collateral Agent all licenses,
         rights, computer programs, related materials, computer tapes, cassettes
         and data then owned or held by the Company  necessary to the  immediate
         collection  of the  Receivables  by the  Collateral  Agent  or a  party
         designated by the  Collateral  Agent without the  participation  of any
         Seller or the Company.

                           (ii)  Upon  the   occurrence   of  and   during   the
                  continuance of an  Amortization  Event and upon the request of
                  the  Collateral   Agent,  or  upon  the   commencement  of  an
                  Amortization   Period,   the  Servicer  will  deliver  to  the
                  Collateral Agent on a weekly basis, unless requested not to do
                  so by the Collateral  Agent,  backup files prepared on a daily
                  basis  of  information  relating  to  the  collection  of  the
                  Receivables that would permit the Collateral Agent, or a party
                  designated by the Collateral Agent, to collect the Receivables
                  without the participation of any Seller or the Company.


 

                                                        12

<PAGE>



                  (j) Commingled  Funds. The Servicer shall use its best efforts
         to  determine  as promptly as possible  whether any funds of any of the
         Sellers or of any  Affiliate  of any Sellers  (other than the  Company)
         have been  commingled  with the funds of the Company and  separate  any
         such commingled funds as soon as possible thereafter.


                                  ARTICLE III.

                   ALLOCATIONS AND APPLICATIONS OF PROCEEDS OF
                     ADVANCES, COLLECTIONS AND OTHER AMOUNTS

         SECTION 3.01 Use of Advances,  Servicer  Advances and Collections.  (a)
The proceeds of Collections and of Advances  deposited in the Collection Deposit
Account,  and the  proceeds  of any  Servicer  Advances,  for  application  each
Business Day shall be applied by the Collateral Agent as follows:

         On the Effective Date, and on each Business Day thereafter, as follows:

                  (i)      On  each   Business  Day   occurring   prior  to  the
                  Amortization Commencement Date,

                           (1) first,  to the payment of  Facilities  Costs then
                  due and,  to the  extent any  principal  portion of a Servicer
                  Advance was used to pay Facilities Costs, the repayment to the
                  Servicer of such Servicer Advance,

                           (2)  second,  to the  payment  of  interest  due  and
                  payable  in  respect  of  Advances  and,  to  the  extent  any
                  principal  portion  of a  Servicer  Advance  was  used  to pay
                  interest due and payable in respect of Advances, the repayment
                  to the Servicer of such Servicer Advance,

                           (3) third,  to the payment,  if any, of the principal
                  amount of Advances in such  proportion  as  designated  by the
                  Servicer  (so  long  as the  Servicer  is also a  Seller)  and
                  thereafter in such proportion as BII shall direct, but in each
                  case only to the extent required  pursuant to Section 4.1.2 of
                  the Loan  Agreement,  together  with  interest  thereon on the
                  principal amount paid and, to the extent any principal portion
                  of a  Servicer  Advance  was  used  to  pay  principal  of the
                  Advances, together with interest thereon, the repayment to the
                  Servicer of such Servicer Advance,

                           (4) fourth, to the payment of the operating  expenses
                  of the Company not included in clause first above,

                           (5)  fifth,  to the  payment of  increased  costs and
                  other  expenses  and  indemnity  payments  that are due to the
                  Collateral Agent, the Agent and the Lenders,


 

                                                        13

<PAGE>



                           (6) sixth,  to the payment of the  Servicing  Fee, if
                  the  Servicer  is an  Affiliate  of  the  Company,  and to the
                  payment of interest due and payable on Servicer Advances, and

                           (7)  seventh,  at the  Company's  option,  (A) to the
                  Company to enable the Company to purchase Receivables from the
                  Sellers  pursuant  to the  Purchase  Agreement,  (B)  to  make
                  payments  on  account  of the  Subordinated  Note,  (C) to the
                  Company to enable the  Company to make  payments on account of
                  Restricted  Distributions or to make loans to BII but only (1)
                  pursuant  to a  resolution  of the Board of  Directors  of the
                  Company authorizing such Restricted  Distribution or loan, (2)
                  to the extent  permitted  by Sections  8.2.9 and 8.2.20 (e) of
                  the Loan Agreement and (3) so long as no Amortization Event or
                  Potential  Amortization  Event  shall  have  occurred  and  be
                  continuing or would occur as a result of such payment or loan,
                  (D) to make  payments on the principal  outstanding  amount of
                  any Advances and interest thereon  (together with any payments
                  required  under  Section  5.4  of  the  Loan   Agreement,   if
                  applicable),  and (E) to set aside for repayment to any Lender
                  terminated  pursuant  to the terms of  Section  3.3 (b) of the
                  Loan  Agreement  of any  amounts  due or to  become  due  upon
                  termination;

provided,   that  (except  for  payments  made  to  the  Sellers  prior  to  the
identification  of a  Borrowing  Base  Deficiency  that  may be  required  to be
returned  pursuant to Section  2.03(b) of the  Purchase  Agreement)  in no event
shall any  Collections be distributed  from the Collection  Deposit Account with
respect to clauses  (4),  (6) or (7) above to the extent that such  distribution
would result in a Borrowing Base Deficiency.

                           (ii) On each  Business Day  occurring on or after the
                  Amortization  Commencement  Date  (if  no  Trigger  Event  has
                  occurred),   all   Collections   and  proceeds  from  Advances
                  deposited in the Collection  Deposit  Account for  application
                  shall be applied by the Collateral Agent as follows:

                           (1)  first,  to set aside an amount  equal to accrued
                  and unpaid interest in respect of Liquidity Advances or to pay
                  such  interest  if due and  payable  and,  to the  extent  any
                  principal  portion  of a  Servicer  Advance  was  used  to pay
                  interest  on the  Liquidity  Advances,  the  repayment  to the
                  Servicer of such Servicer Advance,

                           (2)  second,  to set  aside  an  amount  equal to the
                  principal  amount  of  Liquidity   Advances  or  to  pay  such
                  principal if due and payable and, to the extent any  principal
                  portion of a Servicer Advance was used to pay principal of the
                  Liquidity  Advances,  the  repayment  to the  Servicer of such
                  Servicer Advance,

                           (3)  third,  to set aside an amount  equal to accrued
                  and unpaid  interest in respect of CP Rate  Advances or to pay
                  such  interest  if due and  payable  and,  to the  extent  any
                  principal  portion  of a  Servicer  Advance  was  used  to pay
                  interest  on  the  CP  Rate  Advances,  the  repayment  to the
                  Servicer of such Servicer Advance,

 

                                                        14

<PAGE>



                           (4)  fourth,  to set  aside  an  amount  equal to the
                  principal  amount of CP Rate Advances or to pay such principal
                  if due and payable and, to the extent any principal portion of
                  a Servicer  Advance was used to pay  principal  on the CP Rate
                  Advances,  the  repayment  to the  Servicer  of such  Servicer
                  Advance,

                           (5)  fifth,  to set aside an amount  equal to accrued
                  Facilities  Costs or to pay such  Facilities  Costs if due and
                  payable and, to the extent any principal portion of a Servicer
                  Advance was used to pay such Facilities  Costs,  the repayment
                  to the Servicer of such Servicer Advance,

                           (6) sixth,  to pay increased costs and other expenses
                  and  indemnity  payments  that  are  due  to  the  Agent,  the
                  Collateral Agent and the Lenders,

                           (7)  seventh,  to set  aside an  amount  equal to the
                  accrued  Servicing Fee, if the Servicer is an Affiliate of the
                  Company,  or to pay such  Servicing Fee if due and payable and
                  to pay interest due and payable on Servicer Advances;

provided,  that no proceeds of Liquidity  Advances will be used to pay principal
of (or interest on) Liquidity Advances.

                           (iii) On each  Business Day occurring on or after the
                  Amortization   Commencement  Date,  if  a  Trigger  Event  has
                  occurred, all Collections and proceeds from Advances deposited
                  in the Collection  Deposit  Account for  application  shall be
                  applied by the Collateral Agent as follows:

                           (1)  first,  to pay an amount  equal to  accrued  and
                  unpaid  interest in respect of Liquidity  Advances and, to the
                  extent any principal portion of a Servicer Advance was used to
                  pay interest on the Liquidity  Advances,  the repayment to the
                  Servicer of such Servicer Advance,

                           (2) second,  to pay an amount equal to the  principal
                  amount of Liquidity  Advances and, to the extent any principal
                  portion of a Servicer Advance was used to pay principal of the
                  Liquidity  Advances,  the  repayment  to the  Servicer of such
                  Servicer Advance,

                           (3)  third,  to set aside an amount  equal to accrued
                  and unpaid  interest in respect of CP Rate  Advances or to pay
                  such  interest  if due and  payable  and,  to the  extent  any
                  principal  portion  of a  Servicer  Advance  was  used  to pay
                  interest  on  the  CP  Rate  Advances,  the  repayment  to the
                  Servicer of such Servicer Advance,

                           (4) fourth,  to set aside an amount  equal to pay the
                  principal  amount of CP Rate Advances or to pay such principal
                  if due and payable and, to the extent any principal portion of
                  a Servicer  Advance was used to pay  principal  on the CP Rate
                  Advances,  the  repayment  to the  Servicer  of such  Servicer
                  Advance,

 

                                                        15

<PAGE>



                           (5) fifth,  to pay accrued  Facilities  Costs and, to
                  the extent any  principal  portion of a Servicer  Advance  was
                  used  to pay  such  Facilities  Costs,  the  repayment  to the
                  Servicer of such Servicer Advance,

                           (6) sixth,  to pay increased costs and other expenses
                  and  indemnity  payments  that  are  due  to  the  Agent,  the
                  Collateral Agent and the Lenders,

                           (7)  seventh,  to  pay  the  Servicing  Fee,  if  the
                  Servicer is an  Affiliate  of the Company and to pay  interest
                  due and payable on Servicer Advances;

provided,  that  if any CP  Rate  Advances  remain  unpaid  (x)  the  amount  of
Collections  applied on any day to payment of principal of (and interest on) the
Liquidity  Advances shall not exceed the Trigger Percentage of such Collections,
and (y)  proceeds of Liquidity  Advances  shall not be applied to the payment of
principal of (or interest on) Liquidity Advances.

         All  Collections  and  proceeds  from  Advances  shall  be  paid by the
Collateral Agent to the Company when and as received,  but only on and after the
first Business Day following the occurrence of all of the following:

                  (A) all Liquidity Commitments shall have been terminated;

                  (B) all Advances shall have been repaid in full (together with
         interest  thereon)  (or  funds for the  repayment  or  payment  in full
         thereof shall have been set aside by the Collateral Agent in accordance
         with paragraph (ii) or (iii) above); and

                  (C) all other  amounts due and payable  (determined  as of the
         first date on which the  conditions  specified  in clauses  (A) and (B)
         above shall have been satisfied under any Transaction  Document) to the
         Lenders  shall have been paid in full (or funds for the payment in full
         thereof shall have been set aside by the Collateral Agent in accordance
         with  paragraph  (ii) above) and no such amount  shall be in dispute on
         such first date.

                  (b) Prior to the Amortization  Commencement Date, the Servicer
         shall as soon as possible  after receipt of any  Collections  and other
         proceeds,  determine  whether  they are not with  respect to  Purchased
         Receivables  and  shall as soon as  possible  notify  the Agent of such
         determination.   The  Collateral   Agent  shall  as  soon  as  possible
         thereafter  transfer  any  Collections  that  are not with  respect  to
         Purchased Receivables from the Collection Deposit Account to Collection
         Account "B" for payment to the applicable Person.

                  (c) During any Amortization Period, the Servicer shall as soon
         as  possible  after  receipt  of any  Collections  and  other  proceeds
         determine  whether  they are  Collections  with  respect  to  Purchased
         Receivables  or  otherwise  and shall as soon as  possible  notify  the
         Collateral Agent of such  determination.  The Collateral Agent shall as
         soon as possible  thereafter (i) transfer any Collections that are with
         respect to Purchased Receivables from the Collection Account "B" to the
         Collection Deposit Account for application pursuant to

 

                                                        16

<PAGE>



         the  terms of  paragraph  (a)(ii)  or  (a)(iii)  above and (ii) pay any
         Collections  that are not with respect to Purchased  Receivables to the
         Person entitled thereto; provided, that with respect to any Collections
         for  which  the   Collateral   Agent  has  not  been  provided  such  a
         determination  by the  Servicer  by the  end of the  Business  Day  ten
         Business Days from the date of receipt thereof,  such Collections shall
         be deemed to be Collections  with respect to Purchased  Receivables and
         shall be transferred to the Collection  Deposit  Account,  and no other
         Person shall have any rights therein.

                  (d) All  proceeds  received by the Company  pursuant to clause
         (a) of Section 7.01 of the Purchase  Agreement shall be Collections and
         shall be applied  under  this  Article  III in the same  manner as cash
         Collections;  provided,  that the Collections deemed made and for which
         payment  has not been made by the Sellers  pursuant to Section  7.01 of
         the Purchase  Agreement  shall not be applied to payments  hereunder of
         obligations  to any Lender or the Agent or any other obligee who is not
         an Affiliate of the Company.

                  (e) The Servicer agrees that in making each determination with
         respect to  Collections  and other  proceeds as set forth in paragraphs
         (b) or (c) above,  the  Servicer  represents  and warrants at such time
         that such determination is true and correct in all material respects.

                                   ARTICLE IV.

                                  MISCELLANEOUS

         SECTION 4.01 Notices.  Unless otherwise  provided herein, any notice or
other communication herein required or permitted to be given shall be in writing
and may be personally served, telecopied or sent by United States mail and shall
be deemed to have been given when  delivered  in person,  receipt of telecopy or
telecopy or four  Business  Days after  depositing it in the United States mail,
registered or certified, with postage prepaid and properly addressed;  provided,
that notices to the Agent shall not be effective  until  received by such Agent.
For the purposes hereof,  the addresses of the parties hereto (until notice of a
change thereof is delivered as provided in this Section 4.01) shall be:

         (a) if to the Company,  to it at 2775  Highway 40, Suite 522,  P.O. Box
1449, Verdi, Nevada 89439-1449;

         (b) if to the Servicer, to it at 3330 West Friendly Avenue, Greensboro,
North Carolina 27410;

         (c) If to the Agent or the  Collateral  Agent,  to it at 191  Peachtree
Street, GA-423, Atlanta, GA 30303 Attn: Deborah Williams-Asset Backed Finance;

         (d) if to a  Lender,  to it at  its  address  set  forth  in  the  Loan
Agreement.


 

                                                        17

<PAGE>



         SECTION 4.02 Binding Effect. This Agreement shall become effective when
it shall have been  executed by the  Company,  the  Servicer,  the Agent and the
Collateral  Agent and thereafter  shall be binding upon and inure to the benefit
of the Company,  the Servicer and the Agent and their respective  successors and
assigns,  except that the Company  shall not have the right to assign its rights
hereunder or any interest herein without the prior consent of all the Lenders.

         SECTION 4.03  Applicable  Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

         SECTION 4.04 Waivers;  Amendment.  (a) No failure or delay of the Agent
or the Collateral Agent in exercising any power or right hereunder shall operate
as a waiver thereof,  nor shall any single or partial exercise of any such right
or power, or any abandonment or discontinuation of steps to enforce such a right
or power,  preclude any other or further exercise thereof or the exercise of any
other right or power.  The rights and  remedies  of the Agent or the  Collateral
Agent  hereunder are  cumulative and are not exclusive of any rights or remedies
that they would  otherwise have. No waiver of any provision of this Agreement or
consent  to any  departure  by the  Company  therefrom  shall  in any  event  be
effective  unless the same shall be permitted by subsection (b) below,  and then
such waiver or consent shall be effective only in the specific  instance and for
the  purpose  for which  given.  No notice or demand on the  Company in any case
shall entitle the Company to any other or further notice or demand in similar or
other circumstances.

                  (b) No provision of this  Agreement may be waived,  amended or
modified except in accordance with Section 11.1(b) of the Loan Agreement.

                  (c) Notwithstanding  the foregoing,  the form of Weekly Report
and the form of Monthly  Settlement  Statement  attached as Exhibits  H-1 and G,
respectively,  to the Loan  Agreement may be amended or modified  pursuant to an
agreement of agreements in writing among only the Company and the Agent only for
the  purpose  of  clarifying  such  form of  Weekly  Report  or form of  Monthly
Settlement Statement,  as the case may be, or more fully conforming such form of
Weekly  Report or Monthly  Settlement  Statement to the purposes  thereof as set
forth in this Agreement.

         SECTION 4.05 Waiver of Jury Trial.  EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY  LITIGATION  DIRECTLY  OR  INDIRECTLY  ARISING OUT OF,
UNDER OR IN  CONNECTION  WITH THIS  AGREEMENT  OR ANY OF THE  OTHER  TRANSACTION
DOCUMENTS.  EACH PARTY HERETO (A)  CERTIFIES  THAT NO  REPRESENTATIVE,  AGENT OR
ATTORNEY OR ANY OTHER PARTY HAS REPRESENTED,  EXPRESSLY OR OTHERWISE,  THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER  AND (B)  ACKNOWLEDGES  THAT IT AND THE OTHER  PARTIES  HERETO  HAVE BEEN
INDUCED TO ENTER INTO THIS  AGREEMENT AND THE OTHER  TRANSACTION  DOCUMENTS,  AS
APPLICABLE,  BY, AMONG OTHER THINGS,  THE MUTUAL WAIVERS AND  CERTIFICATIONS  IN
THIS SECTION 4.05.


 

                                                        18

<PAGE>



         SECTION  4.06  Severability.  In  the  event  any  one or  more  of the
provisions  contained in or obligation  under this  Agreement or in or under any
other Transaction  Document should be held invalid,  illegal or unenforceable in
any  respect,  the  validity,  legality  and  enforceability  of  the  remaining
provisions  contained  herein and  therein  shall not in any way be  affected or
impaired  thereby.  The parties  shall  endeavor in good faith  negotiations  to
replace the invalid,  illegal or unenforceable provisions with valid provisions,
the economic  effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.

         SECTION 4.07 Counterparts.  This Agreement and any amendments, waivers,
consents or  supplements  may be executed in any number of  counterparts  and by
different  parties  hereto  in  separate  counterparts,  each of  which  when so
executed and delivered  shall be deemed an original,  but all such  counterparts
together  shall  constitute  but one and the  same  instrument.  Delivery  of an
executed  counterpart  of a  signature  page  to  this  Agreement  by  facsimile
transmission  shall be effective as delivery of a manually executed  counterpart
of this Agreement.

         SECTION  4.08 No Recourse.  Each party  hereto  agrees that no recourse
with  respect to any  obligation,  covenant or  agreement of the Servicer or the
Company contained in this Agreement or any other  Transaction  Document to which
the Company or the Servicer is a party shall be had against any  shareholder  of
the Company or any affiliate of such  shareholder,  or any officer,  director or
employee  of any such  Person  (each  such  person a  "Protected  Party") by the
enforcement of any assessment or by any legal or equitable proceeding, by virtue
of any statute or otherwise;  it being expressly agreed and understood that this
Agreement and each other Transaction Document to which the Company is a party is
solely an  obligation  of the Company and that no  personal  liability  whatever
shall attach to or be incurred by any Protected  Party under or by reason of any
of the  obligations,  covenants or agreements  of the Company  contained in this
Agreement or any other Transaction  Document to which the Company is a party, or
implied therefrom; and it being further expressly agreed and understood that any
and  all  personal  liability  for  breaches  by the  Company  of  any  of  such
obligations,  covenants or  agreements,  either at common law or at equity or by
statute  or  constitution  or  otherwise,  of every  Protected  Party is  hereby
expressly waived.

         SECTION  4.09  Consent  to  Jurisdiction.  EACH OF THE  PARTIES  HERETO
IRREVOCABLY  SUBMITS TO THE  NON-EXCLUSIVE  JURISDICTION  OF THE  UNITED  STATES
DISTRICT COURT FOR THE SOUTHERN  DISTRICT OF NEW YORK, ANY COURT IN THE STATE OF
NEW YORK  LOCATED IN THE CITY AND COUNTY OF NEW YORK,  AND ANY  APPELLATE  COURT
FROM ANY  THEREOF,  IN ANY ACTION,  SUIT OR  PROCEEDING  BROUGHT  AGAINST IT AND
RELATED TO OR IN CONNECTION WITH THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS
OR THE TRANSACTIONS  CONTEMPLATED  HEREUNDER OR THEREUNDER OR FOR RECOGNITION OR
ENFORCEMENT  OF ANY JUDGMENT,  AND EACH OF THE PARTIES  HERETO  IRREVOCABLY  AND
UNCONDITIONALLY  AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH SUIT OR ACTION OR
PROCEEDING  MAY BE HEARD OR  DETERMINED  IN SUCH NEW YORK STATE COURT OR, TO THE
EXTENT  PERMITTED  BY LAW, IN SUCH  FEDERAL  COURT.  TO THE EXTENT  PERMITTED BY
APPLICABLE  LAW,  EACH OF THE PARTIES  HEREBY WAIVES AND AGREES NOT TO ASSERT BY
WAY OF MOTION, AS A

 

                                                        19

<PAGE>



DEFENSE OR OTHERWISE IN ANY SUCH SUIT,  ACTION OR PROCEEDING,  ANY CLAIM THAT IT
IS NOT PERSONALLY  SUBJECT TO THE  JURISDICTION  OF SUCH COURTS,  THAT THE SUIT,
ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT  FORUM, THAT THE VENUE OF THE
SUIT,  ACTION OR  PROCEEDING  IS IMPROPER OR THAT THIS  AGREEMENT  OR ANY OF THE
OTHER TRANSACTION DOCUMENTS OR THE SUBJECT MATTER HEREOF MAY NOT BE LITIGATED IN
OR BY SUCH COURTS.  EACH OF THE PARTIES  HERETO AGREES THAT A FINAL  JUDGMENT IN
ANY SUCH ACTION,  SUIT OR PROCEEDING  SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN
OTHER  JURISDICTIONS  BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY
LAW.

         SECTION 4.10  Bankruptcy  Petition  Against the  Company.  The Servicer
hereby  covenants  and agrees that,  prior to the date which is one year and one
day  after  the  payment  in full of all  outstanding  Obligations,  it will not
institute against, or join any other Person in instituting  against, the Company
any   bankruptcy,   reorganization,   arrangement,   insolvency  or  liquidation
proceedings or other similar  proceeding  under the laws of the United States or
any state of the United  States.  In the event that the Servicer takes action in
violation  of this  Section  4.10,  the Company  agrees,  for the benefit of the
holders of the  Obligations,  that it shall file an answer  with the  bankruptcy
court or  otherwise  properly  contest  the  filing  of such a  petition  or the
commencement  of such action and raise the defense  that the Servicer has agreed
in  writing  not to take such  action  and  should  be  estopped  and  precluded
therefrom and such other  defenses,  if any, as its counsel  advises that it may
assert.  The  provisions of this Section 4.10 shall survive the  termination  of
this Agreement.

         SECTION 4.11 No Recourse.  Without limitation to the obligations of the
Company hereunder,  no recourse shall be had for the payment of any amount owing
in respect of Servicer  Advances  against any  stockholder,  employee,  officer,
director or  incorporator  of the Company  based solely on their status as such.
The  provisions  of this  Section  4.11 shall  survive the  termination  of this
Agreement and the replacement of the Servicer.

         SECTION 4.12 Attorney-in-Fact. The Company appoints the Servicer as the
Company's  attorney-in-fact,  with full  authority in the place and stead of the
Company and in the name of the Company or otherwise  (but subject to  revocation
by the  Company at any time),  to ask,  demand,  collect,  sue for,  recover and
receipt  for  moneys  due and to  become  due  under or in  connection  with the
Collateral;  and to file  any  claims  or  take  any  action  or  institute  any
proceedings  that  the  Servicer  deem  to be  necessary  or  desirable  for the
collection of the  Receivables,  in each case in accordance with (and subject to
the limitations of) the Transaction Documents.



 

                                                        20

<PAGE>



         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed as of the date first above written.


                                   B.I. FUNDING, INC.


                                   By:       /s/Mary Ellen Ramsayer
                                         Name:  Mary Ellen Ramsayer
                                         Title:  Assistant Secretary



                                   BURLINGTON INDUSTRIES, INC., as
                                   Servicer


                                   By:        /s/Lynn L. Lane
                                         Name:   Lynn L. Lane
                                         Title:  Vice President, Treasurer
                                                 and Investor Relations



                                   WACHOVIA BANK, N.A., as
                                   Agent and Collateral Agent


                                   By:      /s/ W.E. Covington
                                         Name:  William E. Covington
                                         Title: Senior Vice President


 


<PAGE>


                                Schedule 2.03(c)

                              Consent or Approvals


         Approval of the Boards of Directors of Burlington Industries,  Inc. and
B.I. Funding, Inc.



 


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