Exhibit 10.5


 





 



 





FOURTEENTH AMENDED AND RESTATED


LIQUIDITY AGREEMENT


among


BUNGE ASSET FUNDING CORP.


THE FINANCIAL INSTITUTIONS LISTED


ON THE SIGNATURE PAGES HERETO


CITIBANK, N.A.,


as Syndication Agent,


 


BNP PARIBAS,


COÖPERATIEVE RABOBANK, U.A., NEW YORK BRANCH,


MIZUHO BANK, LTD.,


Sumitomo
Mitsui BankING Corporation

and

U.S. BANK NATIONAL ASSOCIATION,


as Co-Documentation Agents,


 


and


JPMORGAN CHASE BANK, N.A.,


as Administrative Agent


 


Dated as of July 16, 2021





 






Citibank, N.A. and JPMorgan Chase Bank, N.A.,

as Lead Arrangers


 


BNP Paribas Securities Corp., Coöperatieve
Rabobank, U.A., New York Branch, Mizuho Bank, Ltd., Sumitomo Mitsui Banking Corporation and U.S. Bank National Association,


as Joint Lead Arrangers



and



Citibank, N.A., JPMorgan Chase Bank, N.A., BNP Paribas Securities Corp., Coöperatieve Rabobank, U.A., New York Branch, Mizuho
Bank, Ltd., Sumitomo Mitsui Banking Corporation and U.S. Bank National Association,


as Bookrunners


 






    	 	 	 



     


    

 


 


TABLE
OF CONTENTS


PAGE




	ARTICLE I DEFINITIONS	 	 	1	 
	SECTION 1.01   Definitions	 	 	1	 
	SECTION 1.02   Interest Rates; LIBOR Notification	 	 	3	 
	SECTION 1.03   Divisions	 	 	4	 
	ARTICLE II COMMERCIAL PAPER OPERATIONS	 	 	4	 
	SECTION 2.01   Issuance of Commercial Paper.	 	 	4	 
	SECTION 2.02   Commercial Paper Account; Payment of Commercial Paper.	 	 	5	 
	ARTICLE III LIQUIDITY LOANS	 	 	6	 
	SECTION 3.01   Liquidity Loans.	 	 	6	 
	SECTION 3.02   The Liquidity Loan Notes.	 	 	12	 
	SECTION 3.03   Interest.	 	 	13	 
	SECTION 3.04   Responsibilities of Each Liquidity Bank	 	 	13	 
	SECTION 3.05   Confirming Letters of Credit	 	 	13	 
	ARTICLE IV OTHER CREDIT TERMS	 	 	14	 
	SECTION 4.01   Fees.	 	 	14	 
	SECTION 4.02   Termination or Reduction of the Aggregate Liquidity Commitment.	 	 	15	 
	SECTION 4.03   Extensions of the Aggregate Liquidity Commitment.	 	 	16	 
	SECTION 4.04   Proceeds	 	 	19	 
	SECTION 4.05   Increased Costs; Capital Adequacy.	 	 	20	 
	SECTION 4.06   Taxes.	 	 	23	 
	SECTION 4.07   Addition, Removal and Downgrading of Liquidity Banks	 	 	27	 
	SECTION 4.08   Illegality	 	 	27	 
	SECTION 4.09   Alternate Rate of Interest	 	 	28	 
	ARTICLE V PAYMENTS	 	 	31	 
	SECTION 5.01   Payments on Non-Business Days	 	 	31	 
	SECTION 5.02   Prepayments.	 	 	31	 
	SECTION 5.03   Cash Collateral Account	 	 	31	 
	SECTION 5.04   Method and Place of Payment, etc.	 	 	32	 
	SECTION 5.05   Draws on and Exchange of the Letter of Credit.	 	 	32	 




 


 






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	ARTICLE VI CONDITIONS PRECEDENT	 	 	34	 
	SECTION 6.01   Conditions to Effectiveness	 	 	34	 
	SECTION 6.02   Conditions to Each Issuance of Commercial Paper	 	 	37	 
	SECTION 6.03   Conditions Precedent to the Making of Each Liquidity Loan	 	 	38	 
	SECTION 6.04   Conditions to the Making of any Liquidity Loan Pursuant to subsection 3.01(a)(v)	 	 	38	 
	ARTICLE VII COVENANTS	 	 	39	 
	SECTION 7.01   Affirmative Covenants	 	 	39	 
	SECTION 7.02   Negative Covenants	 	 	41	 
	ARTICLE VIII MANDATORY LIQUIDATION EVENTS,  MANDATORY CP WIND-DOWN EVENTS AND REMEDIES	 	 	43	 
	SECTION 8.01   Mandatory Liquidation Events	 	 	43	 
	SECTION 8.02   Mandatory CP Wind-Down Events	 	 	46	 
	SECTION 8.03   Remedies.	 	 	46	 
	ARTICLE IX REPRESENTATIONS AND WARRANTIES	 	 	47	 
	SECTION 9.01   Corporate Existence	 	 	47	 
	SECTION 9.02   Corporate Power; Authorization; Enforceable Obligation	 	 	47	 
	SECTION 9.03   No Legal Bar	 	 	48	 
	SECTION 9.04   No Material Litigation	 	 	48	 
	SECTION 9.05   Security Interest.	 	 	48	 
	SECTION 9.06   Commercial Paper; Investment Company Act	 	 	49	 
	SECTION 9.07   Securities Act	 	 	49	 
	SECTION 9.08   Accuracy of Information	 	 	49	 
	SECTION 9.09   Taxes and ERISA Liability	 	 	49	 
	SECTION 9.10   Federal Regulations	 	 	49	 
	SECTION 9.11   No Change	 	 	50	 
	SECTION 9.12   Solvency	 	 	50	 
	SECTION 9.13   Sanctions.	 	 	50	 
	SECTION 9.14   Financial Institution	 	 	50	 
	ARTICLE X THE ADMINISTRATIVE AGENT AND THE LIQUIDITY BANKS	 	 	51	 
	SECTION 10.01   Appointment of the Administrative Agent	 	 	51	 
	SECTION 10.02   Resignation of the Administrative Agent	 	 	54	 
	SECTION 10.03   Obligations Several	 	 	55	 
	SECTION 10.04   Multiple Capacities	 	 	55	 
	SECTION 10.05   Agent Communications	 	 	55	 
	SECTION 10.06   Documentation Agents, Lead Arranger and Bookrunner	 	 	56	 
	SECTION 10.07   Certain ERISA Matters	 	 	56	 
	SECTION 10.08   Erroneous Payments	 	 	57	 




 


 






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	ARTICLE XI MISCELLANEOUS	 	 	59	 
	SECTION 11.01   Computations	 	 	59	 
	SECTION 11.02   Exercise of Rights	 	 	59	 
	SECTION 11.03   Amendment and Waiver	 	 	60	 
	SECTION 11.04   Expenses and Indemnification.	 	 	62	 
	SECTION 11.05   Successors and Assigns.	 	 	63	 
	SECTION 11.06   Notices, Requests, Demands	 	 	66	 
	SECTION 11.07   Survival	 	 	66	 
	SECTION 11.08   GOVERNING LAW	 	 	66	 
	SECTION 11.09   Counterparts	 	 	67	 
	SECTION 11.10   Setoff	 	 	67	 
	SECTION 11.11   Further Assurances	 	 	68	 
	SECTION 11.12   WAIVERS OF JURY TRIAL	 	 	68	 
	SECTION 11.13   No Bankruptcy Petition Against BAFC; Liability of BAFC.	 	 	68	 
	SECTION 11.14   No Recourse Loan	 	 	68	 
	SECTION 11.15   Knowledge of BAFC	 	 	68	 
	SECTION 11.16   Descriptive Headings	 	 	68	 
	SECTION 11.17   Consent to Jurisdiction and Service of Process	 	 	69	 
	SECTION 11.18   Confidentiality	 	 	69	 
	SECTION 11.19   Acknowledgments	 	 	70	 
	SECTION 11.20   Final Agreement	 	 	70	 
	SECTION 11.21   U.S.A. PATRIOT Act	 	 	70	 
	SECTION 11.22   Acknowledgment and Consent to Bail-In of Affected Financial Institution	 	 	71	 
	ANNEX Y     List of Liquidity Bank Percentages	 	 	Y-1	 
	EXHIBIT A    Form of Liquidity Loan Note	 	 	A-1	 
	EXHIBIT B    Form of Assignment and Assumption Agreement	 	 	B-1	 
	EXHIBIT C    Form of Exemption Certificate	 	 	C-1	 




 





 


 





 





 






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FOURTEENTH
AMENDED AND RESTATED


LIQUIDITY
AGREEMENT


FOURTEENTH AMENDED
AND RESTATED LIQUIDITY AGREEMENT, dated as of July 16, 2021 (as amended, supplemented or otherwise modified in accordance with
the terms hereof and in effect from time to time, this “Agreement”), among BUNGE ASSET FUNDING CORP., a Delaware
corporation (hereinafter, together with its successors and assigns, called “BAFC”), the lenders that are parties
hereto (hereinafter each, together with its successors and assigns, a “Liquidity Bank”, and collectively, together
with their successors and assigns, the “Liquidity Banks”), and JPMORGAN CHASE BANK, N.A., a banking association,
as agent for the Liquidity Banks (hereinafter, together with its successors and assigns in such capacity, the “Administrative
Agent”). This Agreement amends and restates that certain Thirteenth Amended and Restated Liquidity Agreement,
dated as of December 14, 2018, among BAFC, the Liquidity Banks and the Administrative Agent.


WITNESSETH:


WHEREAS, BAFC proposes
to issue and sell its Commercial Paper in the United States commercial paper market and utilize the net proceeds thereof to make
advances under the Series 2000-1 VFC Certificate;


WHEREAS, BAFC has
made application to the Liquidity Banks for the commitment of the Liquidity Banks to make loans to BAFC, the proceeds of which
shall be used to either make payments in respect of BAFC’s Commercial Paper or to fund advances under the Series 2000-1 VFC
Certificate;


WHEREAS, subject to
the terms and conditions set forth herein, the Liquidity Banks are willing to make such loans to BAFC; and


WHEREAS, BAFC desires
to utilize the facility provided by the Liquidity Banks under this Agreement both as a revolving credit facility and as a back-up
liquidity facility for any Commercial Paper issued by BAFC, and the Liquidity Banks intend to make such facility available for
both such purposes.


NOW, THEREFORE, in
consideration of the premises and mutual covenants herein contained, the parties hereto agree as follows:


ARTICLE I



DEFINITIONS


SECTION 1.01Definitions.
Except as otherwise expressly provided below or elsewhere herein, or unless the context otherwise requires, capitalized terms used
herein shall have the meanings assigned to such terms in Annex X (as amended, supplemented or otherwise modified and in effect
from time to time, “Annex X”) attached to the Sixth Amended and Restated Pooling Agreement, dated as of August
31, 2020, among BAFC, Bunge Management Services, Inc., as the Servicer, and The Bank of New York Mellon, as Trustee (as amended,
supplemented or otherwise modified and in effect from time to time, the “Pooling Agreement”), which is incorporated
by reference herein.






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Notwithstanding any other provision contained
herein or in the other Commercial Paper Program Documents, all terms of an accounting or financial nature used herein and in the
other Commercial Paper Program Documents shall be construed, and all computations of amounts and ratios referred to herein and
in the other Commercial Paper Program Documents shall be made, and prepared:


 


(a)       in
accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have
the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 7.02
below (and all defined terms used in the definition of any accounting term used in Section 7.02 below) shall have the meaning
given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used
in preparing the financial statements referred to in Section 7.01(j) below. In the event of any change after the date hereof
in GAAP, and if such change would affect the computation of any of the financial covenants set forth in Section 7.02 below,
then the parties hereto agree to endeavor, in good faith, to agree upon an amendment to this Agreement that would adjust such financial
covenants in a manner that would preserve the original intent thereof, but would allow compliance therewith to be determined in
accordance with BAFC’s financial statements at the time, provided that, until so amended such financial covenants shall continue
to be computed in accordance with GAAP prior to such change therein; and


(b)       without
giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard
having a similar result or effect) to value any Indebtedness or other liabilities of BAFC, the Guarantor or any of their Subsidiaries
at “fair value”, as defined therein.


Notwithstanding any other provision contained
herein or in Annex X, all obligations of the Guarantor, BAFC and any of their respective Subsidiaries that are or would be characterized
as an operating lease as determined in accordance with GAAP as in effect on December 14, 2018 (whether or not such operating lease
was in effect on such date) shall continue to be accounted for as an operating lease (and not as a capital lease) for purposes
of the Commercial Paper Program Documents regardless of any change in GAAP following December 14, 2018 (or any change in the implementation
in GAAP for future periods that are contemplated as of December 14, 2018) that would otherwise require such obligation be re-characterized
as a capital lease and the Guarantor, BAFC and their respective Subsidiaries shall continue to provide the financial reporting
which differentiates between operating leases and capital lease in accordance with GAAP as in effect on December 14, 2018.


 



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SECTION 1.02Interest
Rates; LIBOR Notification. The interest rate on a Liquidity Loan denominated in Dollars may be derived from an interest rate
benchmark that is, or may in the future become, the subject of regulatory reform. Regulators have signaled the need to use alternative
benchmark reference rates for some of these interest rate benchmarks and, as a result, such interest rate benchmarks may cease
to comply with applicable laws and regulations, may be permanently discontinued, and/or the basis on which they are calculated
may change. The London interbank offered rate (“LIBOR”) is intended to represent the rate at which contributing
banks may obtain short-term borrowings from each other in the London interbank market. On March 5, 2021, the U.K. Financial Conduct
Authority (“FCA”) publicly announced that: i) immediately after December 31, 2021, publication of the 1-week
and 2-month Dollar LIBOR settings will permanently cease; immediately after June 30, 2023, publication of the overnight and 12-month
Dollar LIBOR settings will permanently cease; and immediately after June 30, 2023, the 1-month, 3-month and 6-month Dollar LIBOR
settings will cease to be provided or, subject to the FCA’s consideration of the case, be provided on a synthetic basis and
no longer be representative of the underlying market and economic reality they are intended to measure and that representativeness
will not be restored. There is no assurance that dates announced by the FCA will not change or that the administrator of LIBOR
and/or regulators will not take further action that could impact the availability, composition, or characteristics of LIBOR or
the currencies and/or tenors for which LIBOR is published. Each party to this Agreement should consult its own advisors to stay
informed of any such developments. Public and private sector industry initiatives are currently underway to identify new or alternative
reference rates to be used in place of LIBOR. Upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event,
an Early Opt-in Election or an Other Benchmark Rate Election, Section 4.09(b), Section 4.09(c) and Section 4.09(d)
provide the mechanism for determining an alternative rate of interest. The Administrative Agent will promptly notify BAFC, pursuant
to Section 4.09(e), of any change to the reference rate upon which the interest rate on eurocurrency borrowings is based.
However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect
to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition
of “LIBOR Rate” or with respect to any alternative or successor rate thereto, or replacement rate thereof (including,
without limitation, (i) any such alternative, successor or replacement rate implemented pursuant to Section 4.09(b) and
Section 4.09(d), whether upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, and (ii) the implementation
of any Benchmark Replacement Conforming Changes pursuant to Section 4.09(d)), including without limitation, whether the
composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce
the same value or economic equivalence of, the LIBOR Rate or have the same volume or liquidity as did the London interbank offered
rate prior to its discontinuance or unavailability. The Administrative Agent and its affiliates and/or other related entities may
engage in transactions that affect the calculation of any alternative, successor or alternative rate (including any Benchmark Replacement)
and/or any relevant adjustments thereto, in each case, in a manner adverse to BAFC. The Administrative Agent may select information
sources or services in its reasonable discretion to ascertain the Adjusted LIBO Rate, any component thereof, or rates referenced
in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to BAFC, any Liquidity
Bank or any other Person for damages of any kind, including direct or indirect, special, punitive, incidental or consequential
damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation
of any such rate (or component thereof) provided by any such information source or service.






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SECTION 1.03Divisions.
For all purposes under the Commercial Paper Program Documents, in connection with any division or plan of division under Delaware
law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of
any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred
from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed
to have been organized and acquired on the first date of its existence by the holders of its Capital Stock at such time.


 


ARTICLE II



COMMERCIAL PAPER OPERATIONS


SECTION 2.01Issuance
of Commercial Paper.


(a)       Subject
to the provisions of this Section 2.01 and to Article VI hereof, so long as the Depositary is not in receipt of instructions
then in effect from the Administrative Agent, given in accordance with this Section 2.01 and the Depositary Agreement, not
to issue or deliver Commercial Paper because a No-Issuance Condition for Commercial Paper has occurred and is continuing, BAFC
shall have the right prior to the Liquidity Commitment Expiration Date, from time to time to issue and sell Commercial Paper pursuant
to the terms of this Agreement and the Depositary Agreement. Any instructions to cease Commercial Paper issuance from the Administrative
Agent to the Depositary shall specify the event as being the reason to cease issuing and delivering Commercial Paper. The Administrative
Agent agrees that it shall only instruct the Depositary not to issue or deliver Commercial Paper if there shall have occurred one
or more of the events described in this subsection 2.01(a). If the Administrative Agent shall, as permitted by this subsection
2.01(a) and the Depositary Agreement, instruct the Depositary not to issue or deliver Commercial Paper, BAFC shall not thereafter
issue and sell any Commercial Paper. Concurrently with the giving of any such instructions to the Depositary, the Administrative
Agent shall give notice thereof to BAFC, the Servicer, the Collateral Agent, the Letter of Credit Agent, each Placement Agent and
the Series 2000-1 Rating Agencies, but failure to do so shall not impair the effect of such instructions.






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(b)       BAFC
agrees that each CP Note shall (i) be in the applicable form attached to the Depositary Agreement and be completed in accordance
with this Agreement and the Depositary Agreement, (ii) be dated the date of issuance thereof, (iii) be made payable to the order
of a named payee or bearer, (iv) have a maturity date which shall be a Business Day not later than the earliest to occur of (A)
the one hundred and eightieth (180th) day following the issuance thereof, (B) the third (3rd) Business Day prior to the Liquidity
Commitment Expiration Date and (C) the third (3rd) Business Day prior to the L/C Expiration Date in effect on the date of the issuance
thereof, and (v) be in a Face Amount of $100,000 or an integral multiple of $1,000 in excess thereof; provided that no issuance
of Commercial Paper shall be made if, after giving effect to such issuance, the Credits Outstanding shall exceed the Aggregate
Available Liquidity Commitment. All Commercial Paper shall be delivered and issued against payment therefor in accordance with
the terms of this Agreement and the Depositary Agreement.


SECTION 2.02Commercial
Paper Account; Payment of Commercial Paper.


(a)       Contemporaneously
with the execution and delivery by BAFC of the Depositary Agreement, and for the purposes of this Agreement, the Security Agreement
and the Depositary Agreement, the Depositary shall establish at its banking offices in The City of New York a special purpose non-interest
bearing trust account for the sole and exclusive benefit of the Secured Parties (said account being referred to herein and in the
Depositary Agreement as the “Commercial Paper Account”), over which the Depositary shall have sole dominion
and control and sole right of withdrawal. Proceeds of the sale of Commercial Paper shall be deposited in the Commercial Paper Account
and used to the extent necessary to pay matured and concurrently maturing Commercial Paper; otherwise proceeds of the sale of Commercial
Paper shall be transferred to the Cash Collateral Account for disposition in accordance with the Security Agreement.


(b)       Contemporaneously
with the execution and delivery by BAFC of the Depositary Agreement and for the purposes of this Agreement, the Security Agreement
and the Depositary Agreement, the Depositary shall establish at its banking offices in The City of New York a special purpose,
non-interest bearing trust account, for the sole and exclusive benefit of the holders of the outstanding Commercial Paper, over
which the Depositary shall have sole dominion and control and the sole right of withdrawal (said account being referred to herein
and in the Depositary Agreement as the “Special Payment Account”). Proceeds of a Liquidity Loan made in accordance
with subsection 3.01(a)(ii), (iii) or (iv) hereof and Section 8(b), (c) or (d) of the
Depositary Agreement and all funds received from the Collateral Agent at any time that the Collateral Agent indicates that a Security
Agreement Event of Default exists and is continuing shall be deposited in the Special Payment Account and used to the extent necessary
to pay in full the Commercial Paper as it matures. BAFC shall have no legal, equitable or beneficial interest in the Special Payment
Account.






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ARTICLE III



LIQUIDITY LOANS


SECTION 3.01Liquidity
Loans.


(a)       Subject
to and upon the terms and conditions herein set forth, each Liquidity Bank severally agrees on a revolving basis prior to the Liquidity
Commitment Expiration Date, to make a loan or loans (each a “Liquidity Loan” and collectively, the “Liquidity
Loans”) to BAFC, which Liquidity Loans may be repaid and the principal amount thereof (with the exception of Exiting
Loans) reborrowed and bear interest in accordance with the provisions hereof and shall be made by the Liquidity Banks (with the
exception of Exiting Loans) pro rata on the basis of their Percentages of the Aggregate Liquidity Commitment as follows:


(i)       If,
on any Business Day that Commercial Paper matures, BAFC is unable to or is not permitted to (including, but not limited to, as
a result of the occurrence of a Mandatory CP Wind-Down Event) issue additional Commercial Paper in an aggregate net amount sufficient
to repay in full all Commercial Paper maturing on such day (the excess of the amount required to pay in full all such Commercial
Paper maturing on such day after giving effect to any disbursement with respect to such maturing Commercial Paper from the Cash
Collateral Account or the Commercial Paper Account, over the sum of the net amount obtained by the issuance of Commercial Paper
on such day, being hereinafter referred to as a “Commercial Paper Deficit”), each Liquidity Bank shall, upon
(x) receipt of notice (which may be a facsimile) from the Administrative Agent (which shall timely deliver such notice following
its receipt of a similar written notice from the Depositary) to the effect that BAFC is unable to so issue and sell additional
Commercial Paper at any price and the amount of the Commercial Paper Deficit and (y) request of the Administrative Agent (which
shall timely deliver such notice following its receipt of a similar written request from the Depositary), which may be contained
in the notice referred to in the preceding clause (x), and subject to the limitations imposed by subsection 3.01(c) and
Section 6.03 hereof, make a Liquidity Loan in an aggregate principal amount equal to (1) the product of (A) such Liquidity
Bank’s Percentage of the Aggregate Liquidity Commitment, times (B) the Commercial Paper Deficit, less (2) the
product of (A) such Liquidity Bank’s Percentage of the Aggregate Liquidity Commitment, times (B) the Series 2000-1
Invested Percentage of Defaulted Loans reflected on the Daily Report delivered on such day (calculated by converting any Defaulted
Loans denominated in Approved Currencies other than Dollars into Dollars at the Rate of Exchange).






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(ii)       If
the Administrative Agent shall have failed to timely provide BAFC the notice of extension of the Liquidity Commitment Expiration
Date described in subsection 4.03(b) not later than twenty-five (25) days before the then current Liquidity Commitment Expiration
Date, then BAFC shall request the Administrative Agent to request each Liquidity Bank to make, and each Liquidity Bank shall upon
receipt of any such request, subject to the limitations imposed by subsection 3.01(c) and Section 6.03, no later
than the fifth Business Day prior to any upcoming Liquidity Commitment Expiration Date make, a Liquidity Loan in a principal amount
equal to (1) the product of (A) such Liquidity Bank’s Percentage of the Aggregate Liquidity Commitment times
(B) the Face Amount of all Commercial Paper outstanding on such day, after giving effect to funds otherwise available to pay such
Commercial Paper on such day, less (2) the product of (A) such Liquidity Bank’s Percentage of the Aggregate Liquidity
Commitment, times, (B) the Series 2000-1 Invested Percentage of Defaulted Loans reflected on the Daily Report delivered
on such day (calculated by converting any Defaulted Loans denominated in Approved Currencies other than Dollars into Dollars at
the Rate of Exchange).


(iii)       Not
later than the fifth Business Day prior to any upcoming Liquidity Commitment Expiration Date with respect to which there exists
an Exiting Bank, BAFC shall request the Administrative Agent to request each Exiting Bank to make, and each Exiting Bank shall
upon receipt of any such request, subject to the limitations imposed by subsection 3.01(c) and Section 6.03, make
a Liquidity Loan (i.e., an Exiting Loan as defined in subsection 4.03(c)(ii) hereof) in a principal amount equal to (1)
the product of (A) such Exiting Bank’s Percentage of the Aggregate Liquidity Commitment (prior to any reduction as a result
of the removal of the Exiting Bank) times (B) the Face Amount of Commercial Paper then outstanding, after giving effect
to funds otherwise available to pay such Commercial Paper on such day, less (2) the product of (A) such Exiting Bank’s
Percentage of the Aggregate Liquidity Commitment, times (B) the Series 2000-1 Invested Percentage of Defaulted Loans reflected
on the Daily Report delivered on such day (calculated by converting any Defaulted Loans denominated in Approved Currencies other
than Dollars into Dollars at the Rate of Exchange).


(iv)       In
the event of the occurrence of a Mandatory Liquidation Event, then each Liquidity Bank shall, upon receipt of a request of the
Administrative Agent (which shall timely deliver such notice following its receipt of a similar written request from the Depositary),
immediately in accordance with subsection 3.01(b), subject to the limitations imposed by subsection 3.01(c) and Section
6.03, make a Liquidity Loan in a principal amount equal to (1) the product of (A) such Liquidity Bank’s Percentage of
the Aggregate Liquidity Commitment times (B) the Face Amount of all Commercial Paper outstanding on such day, after giving
effect to funds otherwise available to pay such Commercial Paper on such day, less (2) the product of (A) such Liquidity
Bank’s Percentage of the Aggregate Liquidity Commitment, times (B) the Series 2000-1 Invested Percentage of Defaulted
Loans reflected on the Daily Report delivered on such day (calculated by converting any Defaulted Loans denominated in Approved
Currencies other than Dollars into Dollars at the Rate of Exchange).



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(v)       Each
Liquidity Bank shall in addition to its obligations under subsection 3.01(a)(i), upon receipt by the Administrative Agent
of a Notice of Borrowing from BAFC or the Depositary (acting as attorney-in-fact for BAFC) in accordance with subsection 3.01(b)
and subject to the limitations imposed by subsection 3.01(c), Section 6.03 and Section 6.04, make a Liquidity
Loan in a principal amount equal to (1) the product of (A) such Liquidity Bank’s Percentage of the Aggregate Liquidity Commitment
times (B) the amount of the Borrowing requested by BAFC or the Depositary, less (2) the product of (A) such Liquidity
Bank’s Percentage of the Aggregate Liquidity Commitment, times (B) the Series 2000-1 Invested Percentage of Defaulted
Loans reflected on the Daily Report delivered on such day (calculated by converting any Defaulted Loans denominated in Approved
Currencies other than Dollars into Dollars at the Rate of Exchange). Prior to the occurrence of a Mandatory Liquidation Event,
the proceeds of each Liquidity Loan made pursuant to this clause (v) shall be deposited in the Cash Collateral Account and may
be used by BAFC to fund additional advances under the Series 2000-1 VFC Certificate.


(b)       In
order to effect Borrowings hereunder, BAFC or the Depositary (the Depositary acting as attorney-in-fact for BAFC in accordance
with Section 8 of the Depositary Agreement), shall give the Administrative Agent written notice (each, a “Notice
of Borrowing”) of the aggregate principal amount of any Liquidity Loan required by subsection 3.01(a) hereof (i)
for each Borrowing consisting of a Prime Rate Liquidity Loan, not later than 11:00 a.m. (New York City time) on the date of such
Borrowing, or (ii) for each Borrowing consisting of a LIBOR Liquidity Loan, not later than 11:00 A.M. (New York City time) three
Business Days before the date of such Borrowing. Each such Notice of Borrowing shall specify: (i) the type of Liquidity Loan comprising
such Borrowing, (ii) the amount of such Borrowing required by subsection 3.01(a) hereof and (iii) in the case of a Borrowing
consisting of a LIBOR Liquidity Loan, the Interest Period with respect thereto. The Administrative Agent shall promptly (and, in
any event, by 1:30 P.M. (New York City time) if the Administrative Agent has received the Notice of Borrowing by 11:00 A.M. (New
York City time) from BAFC or the Depositary) give each Liquidity Bank telephonic notice (confirmed in writing promptly thereafter)
of such request. Each Borrowing requested pursuant to subsection 3.01(a)(v) shall be in an amount equal to at least $10,000,000
and multiples of $1,000,000 in excess thereof (or if the then Aggregate Available Liquidity Commitment is less than $10,000,000,
such lesser amount). Each Borrowing pursuant to subsections 3.01(a)(i), (ii), (iv) and (v) shall be made ratably
by the Liquidity Banks in proportion to each Liquidity Bank’s Percentage of the Aggregate Liquidity Commitment. No later
than 3:00 P.M. (New York City time) on the date on which a Liquidity Loan is to be made, the Administrative Agent acting on behalf
of the Liquidity Banks will make available to BAFC in freely transferable Dollars and in immediately available funds the Liquidity
Loan received by the Administrative Agent from the Liquidity Banks required to be made on such day by the Liquidity Banks by remitting
the proceeds of such Liquidity Loan to the Commercial Paper Account (or with respect to Liquidity Loans made pursuant to subsection
3.01(a)(v), to the Cash Collateral Account) for application by the Depositary in accordance with the terms of the Depositary
Agreement. BAFC may subsequently (prior to the occurrence and continuation of a Mandatory Liquidation Event) elect to convert a
Prime Rate Liquidity Loan to a LIBOR Liquidity Loan, or to continue to maintain a LIBOR Liquidity Loan as a LIBOR Liquidity Loan
for an additional Interest Period, in accordance with the procedures set forth in subsection 3.01(h) below.



    	 	8 	 



     


    




(c)       Notwithstanding
any other provision hereof or of any other Transaction Document, no Liquidity Loan shall be made by a Liquidity Bank to BAFC in
a principal amount exceeding, together with the aggregate principal amount of such Liquidity Bank’s then outstanding Liquidity
Loans, (i) such Liquidity Bank’s Percentage of the Aggregate Liquidity Commitment minus (ii) the product of (x) such
Liquidity Bank’s Percentage of the Aggregate Liquidity Commitment, times (y) the Series 2000-1 Invested Percentage
of Defaulted Loans reflected on the most recent Daily Report (calculated by converting any Defaulted Loans denominated in Approved
Currencies other than Dollars into Dollars at the Rate of Exchange).


(d)       Subject
to Section 3.01(c), Section 6.03 and 8.03(a) hereof, each Liquidity Loan required to be made pursuant to Section
3.01(a)(i)-(iv) shall be made by the Liquidity Banks notwithstanding the occurrence of any Mandatory Liquidation Event.


(e)       BAFC
hereby agrees that it shall use the proceeds of each Liquidity Loan solely to (i) make payments in respect of maturing Commercial
Paper or, (ii) in the case of Liquidity Loans made in the circumstances set forth in subsection 3.01(a)(v), fund advances
under the Series 2000-1 VFC Certificate and pay expenses incurred in connection with this Agreement.


(f)       Each
Liquidity Loan shall mature and become due and payable on the Liquidity Commitment Expiration Date (which Liquidity Commitment
Expiration Date, in the case of an Exiting Loan, shall be the Liquidity Commitment Expiration Date with respect to which such Exiting
Loan is made, and not, for the avoidance of doubt, the Liquidity Commitment Expiration Date as it may have been extended by the
other Liquidity Banks pursuant to Section 4.03) or, if earlier, the date on which a Mandatory Liquidation Event has occurred
and the Administrative Agent shall have declared the Liquidity Loans due and payable. In addition, each Liquidity Loan shall be
repaid in accordance with Section 5.02 hereof and Articles V and VI of the Security Agreement.



    	 	9 	 



     


    




(g)       


(i)       After
receiving telephonic notice (confirmed in writing promptly thereafter) from the Administrative Agent of a Notice of Borrowing,
each Liquidity Bank (or solely an Exiting Bank in the case of an Exiting Loan) shall make available to the Administrative Agent,
at its office in New York, New York in immediately available funds, prior to 2:30 P.M., New York City time, on the day such telephonic
notice is received, with respect to any Borrowing consisting of a Prime Rate Liquidity Loan, or three Business Days after such
telephonic notice is received, with respect to any Borrowing consisting of a LIBOR Liquidity Loan, such Liquidity Bank’s
Percentage of such Liquidity Loan (or amount of Exiting Loan, as applicable) required to be made on such day; provided,
however, that with respect to any Liquidity Bank that is assigned a short-term credit rating below “A-1” or
“P-1” by S&P or Moody’s, respectively, the Administrative Agent shall draw on any letter of credit or other
similar instrument issued by a bank that is confirming such Liquidity Bank’s obligation to make such Liquidity Loans prior
to 2:30 p.m., New York City time, on the day such Liquidity Loan is required to be made as set forth above. Each Liquidity Bank
shall indemnify and hold harmless the Administrative Agent from and against any and all losses, liabilities (including liabilities
for penalties), actions, suits, judgments, demands, costs and expenses (including, without limitation, attorneys’ fees and
expenses) resulting from any failure on the part of such Liquidity Bank to provide the Administrative Agent with such Liquidity
Bank’s Percentage of any Liquidity Loan (or amount of Exiting Loan, as applicable) paid by the Administrative Agent in accordance
with the provisions of subsections 3.01(a)(i)-(iv) and any Liquidity Bank that shall fail to fund its Percentage of such
Liquidity Loan shall pay interest on any such shortfall at the daily NYFRB Rate until such amount has been paid.


(ii)       With
respect to any Borrowing requested to be made pursuant to subsection 3.01(a)(v), unless the Administrative Agent shall have
been notified in writing by any Liquidity Bank prior to 2:30 P.M., New York City time, on the day such Borrowing is to be made
that such Liquidity Bank will not make available to the Administrative Agent its Percentage of such Borrowing, the Administrative
Agent may assume that such Liquidity Bank will make such amount available to the Administrative Agent on the date of such Borrowing,
and the Administrative Agent may, in reliance upon such assumption, make available to BAFC a corresponding amount. If such amount
is not made available to the Administrative Agent at or before the required time on the date of such Borrowing, such Liquidity
Bank shall pay to the Administrative Agent, on demand, such amount, with interest thereon at a rate equal to the daily NYFRB Rate
for the period from and including the date of such Borrowing to the date such Liquidity Bank makes such amount immediately available
to the Administrative Agent. If such Liquidity Bank’s Percentage of such Borrowing is not made available to the Administrative
Agent by such Liquidity Bank within three (3) Business Days after the date of such Borrowing, the Administrative Agent also shall
be entitled to recover such amount from BAFC, together with interest from the date such amount was made available to BAFC at the
rate per annum then applicable to such Borrowing hereunder.



    	 	10 	 



     


    




(h)       In
the event BAFC wishes to convert an existing LIBOR Liquidity Loan to a Prime Rate Liquidity Loan, BAFC shall give telephonic (confirmed
in writing promptly thereafter) or written notice to the Administrative Agent of such election by 1:00 p.m. (New York City time)
on the date at least one (1) Business Day prior to the date on which BAFC specifies (in accordance with this Section 3.01(h))
that such conversion is to take effect; provided, that any such conversion of LIBOR Liquidity Loans may only be made on
the last day of the Interest Period with respect thereto. In the event BAFC wishes to convert an existing Prime Rate Liquidity
Loan to a LIBOR Liquidity Loan or to continue an existing LIBOR Liquidity Loan as a LIBOR Liquidity Loan for an additional Interest
Period, BAFC shall give telephonic (confirmed in writing promptly thereafter) or written notice to the Administrative Agent of
such election (A) in the case of a conversion, by 1:00 p.m. (New York City time) on the date at least three (3) Business Days prior
to the date on which BAFC specifies (in accordance with this subsection 3.01(h)) that such conversion is to take effect,
or (B) in the case of a continuation, by 1:00 p.m. (New York City time) on the date at least three (3) Business Days prior to the
last day of the applicable Interest Period. In the event BAFC fails to timely give the notice of election described above, or if
a Mandatory Liquidation Event shall have occurred, an existing Prime Rate Liquidity Loan shall continue as a Prime Rate Liquidity
Loan, and an existing LIBOR Liquidity Loan shall, at the end of the Interest Period applicable thereto, convert to a Prime Rate
Liquidity Loan thereafter (subject to later election of BAFC in accordance with this subsection 3.01(h)). The term “Interest
Period” means the period with respect to a LIBOR Liquidity Loan commencing (x) in the case of the first Interest Period
with respect to an initial Borrowing of such LIBOR Liquidity Loan, on the Liquidity Loan disbursement date, (y) in the case of
conversion of a Prime Rate Liquidity Loan to a LIBOR Liquidity Loan, on the date of conversion and (z) in all other cases, on the
last day of the immediately preceding Interest Period, and ending on the date one (1), three (3) or six (6) month(s) thereafter
as selected by BAFC in the Notice of Borrowing or notice of conversion; provided, however, that:


(i)       BAFC
may not select an Interest Period that extends beyond the Liquidity Commitment Expiration Date;


(ii)       whenever
the last day of any Interest Period would otherwise be a day that is not a Business Day, the last day of such Interest Period shall
be extended to the next succeeding Business Day, provided, however, that, if such extension would cause the last
day of such Interest Period to occur in the following calendar month, the last day of such Interest Period shall be the immediately
preceding Business Day; and



    	 	11 	 



     


    




(iii)       for
purposes of determining an Interest Period, a month means a period starting on one day in a calendar month and ending on the numerically
corresponding day in the next calendar month; provided, however, that if there is no numerically corresponding day
in the month in which such Interest Period is to end or if such Interest Period begins on the last Business Day of a calendar month,
then such Interest Period shall end on the last Business Day of the calendar month in which such Interest Period is to end.


SECTION 3.02The
Liquidity Loan Notes.


(a)       BAFC’s
obligation to pay the principal of and interest on all the Liquidity Loans made by each Liquidity Bank or, in the case of an Exiting
Loan, by an Exiting Bank, shall be evidenced by a single note of BAFC with respect to each such Liquidity Bank (or Exiting Bank,
as the case may be) (each, a “Liquidity Loan Note” and collectively, the “Liquidity Loan Notes”)
which shall: (1) be dated the date such Liquidity Bank becomes a party to this Agreement; (2) be in the stated principal amount
equal to the relevant Liquidity Bank’s Percentage of the Aggregate Liquidity Commitment (as the same may be decreased pursuant
to Section 4.02 or 4.03 hereof); (3) bear interest as provided in Section 3.03 hereof; (4) be payable on the
earlier of the Liquidity Commitment Expiration Date and the date on which a Mandatory Liquidation Event has occurred and the Administrative
Agent shall have declared the Liquidity Loan Note to be due and payable; (5) be entitled to the benefits of this Agreement, the
Guaranty, the Letter of Credit and the Security Agreement; and (6) be substantially in the form of Exhibit A to this Agreement
with blanks appropriately completed in conformity herewith. Each Liquidity Bank shall, and is hereby authorized to, make a notation
on the schedule attached to its Liquidity Loan Note (or on a continuation of such schedule), or in the records of such Liquidity
Bank, of the date and amount of the payment of principal thereon (which notations shall, in absence of evidence to the contrary,
be presumptive evidence of the outstanding principal amount thereof) and prior to any transfer of its Liquidity Loan Note, such
Liquidity Bank shall endorse the outstanding principal amount of such Liquidity Loan Note on the schedule attached thereto; provided,
however, that the failure to make such a notation shall not adversely affect such Liquidity Bank’s rights with respect
to the Liquidity Loans.


(b)       Although
the Liquidity Loan Note of each Liquidity Bank shall be dated the date such Liquidity Bank becomes a party to this Agreement, interest
in respect thereof shall be payable only for the periods during which Liquidity Loans are outstanding thereunder. In addition,
although the stated principal amount of the Liquidity Loan Note shall be equal to the related Liquidity Bank’s Percentage
of the Aggregate Liquidity Commitment, such Liquidity Loan Note shall be enforceable with respect to BAFC’s obligation to
pay the principal thereof only to the extent of the unpaid principal amount of the Liquidity Loans outstanding thereunder at the
time such enforcement shall be sought.



    	 	12 	 



     


    




SECTION 3.03Interest.


(a)       BAFC
shall pay interest prior to maturity, and prior to the occurrence of a Mandatory Liquidation Event, on the unpaid principal amount
of each LIBOR Liquidity Loan from and including the first day of the Interest Period applicable to such LIBOR Liquidity Loan to
but excluding the last day of such Interest Period (or, if occurring earlier, to maturity, whether by acceleration or otherwise),
at a rate per annum (calculated on the basis of actual days elapsed in a year of 360 days) equal to the Series 2000-1 Applicable
Margin plus the Adjusted LIBOR Rate in effect from time to time, payable as provided in subsection 3.03(b) herein. Prior
to maturity and prior to the occurrence of a Mandatory Liquidation Event, BAFC shall pay interest on the unpaid principal amount
of each Prime Rate Liquidity Loan from and including the date such Liquidity Loan is made (or converted to a Prime Rate Liquidity
Loan) to but excluding the date such Liquidity Loan is converted to a LIBOR Liquidity Loan (or, if occurring earlier, to maturity,
whether by acceleration or otherwise), at a rate per annum (calculated on the basis of actual days elapsed in a year of 365 or
366 days, as the case may be) equal to (i) the ABR in effect from time to time plus, (with the following amount in no event
to be less than zero), (ii) the Series 2000-1 Applicable Margin minus 1.0%.


(b)       BAFC
agrees to pay interest in respect of the unpaid principal amount of and interest on, each Liquidity Loan after maturity thereof
(whether by acceleration or otherwise) or during the continuance of a Mandatory Liquidation Event, until paid in full at a rate
per annum equal to the sum of (i) 2.0%, plus (ii) the interest rate then in effect with respect to such Liquidity Loan,
plus (iii) the Series 2000-1 Applicable Margin then in effect.


(c)       Accrued
interest in respect of each Liquidity Loan shall be payable in arrears on (i) with respect to any LIBOR Liquidity Loan having an
Interest Period of three months or less, the last day of such Interest Period, (ii) with respect to any LIBOR Liquidity Loan having
an Interest Period longer than three months, each day that is three months, or a whole multiple thereof, after the first day of
such Interest Period and the last day of such Interest Period, (iii) with respect to any Prime Rate Liquidity Loan, the last day
of each March, June, September and December to occur while such Prime Rate Liquidity Loan is outstanding and (iv) with respect
to any Liquidity Loan, on the date of any prepayment (with respect to the amount prepaid), on the date of conversion of such Liquidity
Loan, at maturity (whether by acceleration, demand or otherwise) and after such maturity, on demand.


SECTION 3.04Responsibilities
of Each Liquidity Bank. The failure of any Liquidity Bank to make any advance to be made by it as part of any Liquidity Loan
shall not relieve any other Liquidity Bank of its obligation hereunder to make its advance on the date of such Liquidity Loan,
but no Liquidity Bank shall be responsible for the failure of any other Liquidity Bank to make the Liquidity Loan to be made by
such Liquidity Bank on the date of any Liquidity Loan.


SECTION 3.05Confirming
Letters of Credit. The full amount of each payment made to the Administrative Agent under any confirming letter of credit issued
on behalf of any Liquidity Bank pursuant to the terms hereof, shall be applied to such Liquidity Bank’s obligation to make
the Liquidity Loans in respect of which such drawing is made to the same extent as if the amount thereof had been paid directly
to the Administrative Agent by such Liquidity Bank. Each such payment shall be deemed to satisfy such Liquidity Bank’s obligation
to fund hereunder to the extent of such payment.



    	 	13 	 



     


    




ARTICLE IV



OTHER CREDIT TERMS


SECTION 4.01Fees.


(a)       Prior
to the Liquidity Commitment Expiration Date or the termination of the Aggregate Liquidity Commitment in accordance with Section
8.03, BAFC agrees to pay to the Administrative Agent for distribution to each Liquidity Bank (other than a Defaulting Liquidity
Bank that is not a Performing Liquidity Bank) pro rata in accordance with their respective Percentage of the Aggregate Liquidity
Commitment, a fee (the “Commitment Fee”) which shall accrue on each day in an amount equal to the product of
(i) the Unused Fee Rate times (ii) the excess of the average Aggregate Liquidity Commitment on such day over the average
outstanding principal balance of any Liquidity Loans on such day. The Commitment Fee shall be paid quarterly in arrears commencing
on the Distribution Date in September 2021.


(b)       BAFC
shall indemnify each Liquidity Bank against, and on demand reimburse each Liquidity Bank for, any loss, premium, penalty or expense
which such Liquidity Bank may pay or incur (including, without limitation, any loss or expense incurred by reason of the relending,
depositing or other employment of funds acquired by such Liquidity Bank to fund a Liquidity Loan) as a result of (i) any failure
by BAFC to borrow a Liquidity Loan on a date specified therefor in a Notice of Borrowing (whether or not withdrawn), or to continue
as, or convert a LIBOR Liquidity Loan in accordance with the related notice, (ii) any prepayment of a LIBOR Liquidity Loan prior
to the end of the applicable Interest Period pursuant to Section 5.02 hereof or purchase of a LIBOR Liquidity Loan pursuant
to subsection 4.05(d) hereof (including but not limited to any loss on the reemployment of funds) or (iii) any failure by
BAFC to prepay a Liquidity Loan on a date specified therefor in a notice of prepayment pursuant to Section 5.02 hereof;
provided, however, that BAFC shall not be obligated to indemnify a Defaulting Liquidity Bank that is not a Performing
Liquidity Bank for any such loss or expense (incurred while such Liquidity Bank was a Defaulting Liquidity Bank) related to the
prepayment or assignment of any LIBOR Liquidity Loan owed to such Defaulting Liquidity Bank. Each Liquidity Bank shall furnish
BAFC with a certificate prepared in good faith setting forth the basis for determining any additional amount to be paid to it hereunder,
and such certificate shall be conclusive, absent manifest error, as to the contents thereof.



    	 	14 	 



     


    




(c)       BAFC
agrees to pay the Administrative Agent for its own account the fees set forth in any fee letter between BAFC and the Administrative
Agent in full force and effect as of the date hereof and at the times set forth in such fee letter.


SECTION 4.02Termination
or Reduction of the Aggregate Liquidity Commitment.


(a)       Subject
to this subsection 4.02(a), BAFC shall have the right, at any time and from time to time to (i) terminate the Aggregate
Liquidity Commitment in whole or (ii) permanently reduce the Aggregate Liquidity Commitment in increments of $1,000,000 and integral
multiples of $1,000,000 in excess thereof, without penalty, by giving at least three (3) Business Days’ prior written notice
to the Administrative Agent and the Depositary specifying the scheduled date (which shall be a Business Day) of such termination
or reduction and the amount of any permitted partial reduction. The termination or reduction of the Aggregate Liquidity Commitment
shall be effective on the scheduled date specified in BAFC’s notice; provided, however, that no such termination
of the Aggregate Liquidity Commitment shall be effective if, on the scheduled date thereof, any Liquidity Loan would remain outstanding
after such scheduled date, in which case such termination shall be effective on the first Business Day on which no Liquidity Loans
shall be outstanding; provided, further, that no such reduction in the Aggregate Liquidity Commitment shall be effective
if, on the scheduled date thereof, the Credits Outstanding would exceed the Aggregate Available Liquidity Commitment as so reduced;
and provided further, that no termination of the Aggregate Liquidity Commitment shall be effective if, on the
scheduled date thereof, any Commercial Paper shall be outstanding in which case such termination shall be effective on the first
Business Day on which no Commercial Paper shall be outstanding. After giving notice of termination of the Aggregate Liquidity
Commitment pursuant to this subsection 4.02(a), BAFC shall not make any further advances under the Series 2000-1 VFC Certificate.


(b)       In
the event that (i) an injunction suspending the issuance of the Commercial Paper shall have been issued or proceedings therefor
shall have been initiated by the Securities and Exchange Commission, or (ii) BAFC, any Liquidity Bank, a Placement Agent or any
other Person shall have been found in a judicial or administrative proceeding to have violated the Securities Act in connection
with the issuance of the Commercial Paper, or (iii) BAFC, any Liquidity Bank, a Placement Agent or any other Person shall have
offered, issued or sold to or solicited any offer to acquire any of the Commercial Paper or any part thereof from anyone so as
to bring the issuance and sale of the Commercial Paper within the registration and prospectus delivery requirements of Section
5 of the Securities Act, then, in any of such events, BAFC shall not thereafter issue or sell any Commercial Paper without the
Administrative Agent’s written approval and the Person affected by one of the aforesaid events shall notify BAFC, the Depositary,
each Placement Agent, the Letter of Credit Agent and the Administrative Agent, as the case may be.



    	 	15 	 



     


    




(c)       In
the event that BAFC has received notice that any Collateral Account, the Collection Account, the Commercial Paper Account, the
Special Payment Account or any funds on deposit in, or otherwise to the credit of, any of such accounts are or have become subject
to any stay, writ, order, judgment, warrant, attachment, execution or similar process, then in any of such events (until such event
has been remedied), BAFC shall promptly notify each Placement Agent of such event and shall not thereafter issue or sell any Commercial
Paper without the Administrative Agent’s written approval.


SECTION 4.03Extensions
of the Aggregate Liquidity Commitment.


(a)       Subject
to subpart (b) and (c) of this Section 4.03 and other provisions of this Agreement permitting earlier termination, the Aggregate
Liquidity Commitment and this Agreement shall terminate on the Liquidity Commitment Expiration Date.


(b)       


(i)       BAFC
shall be entitled to request that the Original Liquidity Commitment Expiration Date be extended for an additional period of twelve
(12) Months by giving notice (the “First Liquidity Commitment Extension Request”) to the Administrative Agent
not more than sixty (60) days nor less than thirty (30) days before any Liquidity Commitment Anniversary prior to and including
the Liquidity Commitment Anniversary that occurs on the Original Liquidity Commitment Expiration Date.


(ii)       BAFC
shall be entitled to request that the Original Liquidity Commitment Expiration Date and/or the First Extension Liquidity Commitment
Expiration Date be extended by giving notice (the “Second Liquidity Commitment Extension Request”) to the Administrative
Agent as set out below: (A) with respect to Liquidity Banks who have agreed to the First Liquidity Commitment Extension Request,
BAFC may deliver a Second Liquidity Commitment Extension Request to the Administrative Agent not more than sixty (60) days nor
less than thirty (30) days before any Liquidity Commitment Anniversary occurring after the delivery of the First Liquidity Commitment
Extension Request up to and including the Liquidity Commitment Anniversary that occurs on the First Extension Liquidity Expiration
Date for an extension for a further period of twelve (12) Months; and/or (B) with respect to Liquidity Banks who refused the First
Liquidity Commitment Extension Request, BAFC may deliver a Second Liquidity Commitment Extension Request to the Administrative
Agent not more than sixty (60) nor less than thirty (30) days before any Liquidity Commitment Anniversary occurring after the delivery
of the First Liquidity Commitment Extension Request up to and including the Liquidity Commitment Anniversary that occurs on the
Original Termination Date for an extension for a period of twenty-four (24) Months, as selected by BAFC in the notice to the Administrative
Agent. The First Liquidity Commitment Extension Request and the Second Liquidity Commitment Extension Request are together referred
to as “Liquidity Commitment Extension Requests” and each as a “Liquidity Commitment Extension Request”.



    	 	16 	 



     


    




(iii)       The
Administrative Agent shall promptly notify the Liquidity Banks of any Liquidity Commitment Extension Request as soon as practicable
after receipt of it.


(iv)       Each
Liquidity Bank may, in its sole discretion, agree to any Liquidity Commitment Extension Request (each such Liquidity Bank, a “Consenting
Liquidity Bank”) by providing notice to the Administrative Agent on or before the date falling fifteen (15) days before:
(A) in respect of a First Liquidity Commitment Extension Request, the applicable Liquidity Commitment Anniversary immediately following
such First Liquidity Commitment Extension Request or (B) in respect of a Second Liquidity Commitment Extension Request, the applicable
Liquidity Commitment Anniversary immediately following such Second Liquidity Commitment Extension Request. The Liquidity Commitment
of each Consenting Liquidity Bank will be extended for the period applicable to it and referred to in such Liquidity Commitment
Extension Request; provided that the Majority Liquidity Banks have agreed to such extension. If any Liquidity Bank (A) fails
to reply to a Liquidity Commitment Extension Request within the time period set out in this clause (iv) or (B) declines a Liquidity
Commitment Extension Request by the date falling fifteen (15) days before the applicable Liquidity Commitment Anniversary immediately
following such Liquidity Commitment Extension Request (in each case, a “Declining Liquidity Bank”), its Liquidity
Commitment will not be extended.


(v)       Each
Liquidity Commitment Extension Request shall be made in writing and be irrevocable.


(vi)       The
Administrative Agent shall initially notify BAFC, the Collateral Agent and the Depositary of the decisions of the Liquidity Banks
regarding such extension no later than fifteen (15) days prior to the applicable Liquidity Commitment Anniversary immediately following
such Liquidity Commitment Extension Request of the details of which Liquidity Banks are Consenting Liquidity Banks and which Liquidity
Banks are Declining Liquidity Banks.


If such initial notice
indicates that all the Liquidity Banks desire to extend, then BAFC, the Liquidity Banks and the Administrative Agent shall execute
such documents as shall be appropriate to evidence the extension no later than three (3) Business Days prior to the applicable
Liquidity Commitment Anniversary, and upon execution and delivery of such documents and delivery by the Administrative Agent to
the Depositary of written notice of such extension, the Liquidity Commitment Expiration Date shall be so extended. If the Administrative
Agent’s initial notice described above indicates that not all the Liquidity Banks desire to extend, then the provisions of
subsection 4.03(c) below shall apply.



    	 	17 	 



     


    




(c)       If
any Liquidity Bank does not consent to the extension of a Liquidity Commitment Expiration Date pursuant to subsection 4.03(b)
hereof, BAFC shall, with the consent of the Administrative Agent, use its best efforts to obtain a successor Liquidity Bank(s)
to assume each such non-extending Liquidity Bank’s Percentage of the Aggregate Liquidity Commitment at any time prior to
or as of the Liquidity Commitment Expiration Date applicable to such Declining Liquidity Bank at BAFC’s option, upon payment
in full to such non-extending Liquidity Bank of all its outstanding Liquidity Loans and all interest, fees and other obligations
owed by BAFC to such Liquidity Bank hereunder and receipt of written confirmation from the Series 2000-1 Rating Agencies that the
addition of such successor Liquidity Bank(s) will not result in any reduction in or withdrawal of the rating of the Commercial
Paper. To the extent BAFC is unable to obtain a successor Liquidity Bank, BAFC may:


(i)       to
the extent that the reduction of the Aggregate Liquidity Commitment provided for in this clause (i) does not cause the Aggregate
Liquidity Commitment to fall below the outstanding Face Amount of the Commercial Paper, remove such non-extending Liquidity Bank(s)
as a Liquidity Bank(s) and reduce the Aggregate Liquidity Commitment by an amount equal to such non-extending Liquidity Bank’s
Percentage of the Aggregate Liquidity Commitment; or


(ii)       to
the extent that the reduction of the Aggregate Liquidity Commitment provided for in this clause (ii) causes the Aggregate Liquidity
Commitment to fall below the outstanding Face Amount of the Commercial Paper, remove all such Declining Liquidity Banks (each,
an “Exiting Bank” and collectively, the “Exiting Banks”) as a Liquidity Bank or Liquidity
Banks and reduce the then-existing Aggregate Liquidity Commitment by an amount equal to the sum of each Exiting Bank’s Percentage
of the Aggregate Liquidity Commitment; provided, that, notwithstanding anything else herein or in the Security Agreement
to the contrary, (A) each Exiting Bank shall make a Liquidity Loan to BAFC (an “Exiting Loan”) as provided in
subsection 3.01(a)(iii) of this Agreement, and the proceeds of such Exiting Loan shall be applied by BAFC to repay a corresponding
amount of Commercial Paper as it matures, and (B) such Exiting Loan shall only be repayable and repaid in accordance with Section
5.2 of the Security Agreement from Collections on any day no greater than an amount equal to all Collections deposited on such
day in the Cash Collateral Account times a fraction, the numerator of which is the initial principal amount of such Exiting Loan
and the denominator of which is the sum of the initial principal amounts of all Exiting Loans, until such Exiting Loan is repaid
in full (provided, however, that if any other Liquidity Bank subsequently exits pursuant to this clause (ii) prior
to the repayment in full of such Exiting Loan, such fraction shall be recalculated on the basis of the principal amount of such
Exiting Loan at such time over the sum of such principal amount and the initial principal amounts of all Exiting Loans at such
time).



    	 	18 	 



     


    




If a Liquidity Commitment
Expiration Date is to be extended in accordance with the provisions above and (if applicable) one or more successors are obtained,
BAFC, the Liquidity Banks willing to extend such Liquidity Commitment Expiration Date, the Administrative Agent and such successor
Liquidity Bank(s) (if applicable) shall sign such documents and instruments as shall be appropriate to evidence the extension of
such Liquidity Commitment Expiration Date and (if applicable) such successor Liquidity Bank’s or Liquidity Banks’ assumption
of a non-extending Liquidity Bank’s Percentage of the Aggregate Liquidity Commitment. Upon the execution and delivery of
such documents and instruments, such Liquidity Commitment Expiration Date shall be so extended.


(d)       For
the avoidance of doubt, the extension of the Liquidity Commitment of each Consenting Liquidity Bank shall be subject to the following
conditions precedent:


(i)       Representations
and Warranties. All representations and warranties of (i) BAFC contained in this Agreement and in the other Transaction Documents
or in any document, certificate or financial or other statement delivered in connection herewith or therewith, unless waived by
the Administrative Agent and (ii) the Servicer, the Guarantor and the Company contained in the Transaction Documents, or in any
document, certificate or financial or other statement delivered in connection therewith, unless waived by the Administrative Agent,
in each case shall be true and correct with the same force and effect as though such representations and warranties had been made
as of such date of extension.


(ii)       No
Mandatory Liquidation Event or Potential Mandatory Liquidation Event. No Mandatory Liquidation Event or Potential Mandatory
Liquidation Event shall have occurred as of such date of extension.


SECTION 4.04Proceeds.
The proceeds of Commercial Paper shall be used by BAFC to (i) make advances under the Series 2000-1 VFC Certificate to the extent
permitted by the Transaction Documents, (ii) repay maturing Commercial Paper or Liquidity Loans and (iii) pay expenses incurred
in connection with the Transaction Documents. The proceeds of the Liquidity Loans shall be used by BAFC only to make payments in
respect of maturing Commercial Paper and, in the circumstances set forth in subsection 3.01(a)(v), to make advances under
the Series 2000-1 VFC Certificate and pay expenses incurred in connection with this Agreement to the extent permitted by the Transaction
Documents.



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SECTION 4.05Increased
Costs; Capital Adequacy.


(a)       If,
on or after the date of this Agreement, the adoption of any law or regulation, or any change therein, or any change in the interpretation
or administration thereof by any court, administrative or governmental authority, central bank or comparable agency charged with
the interpretation or administration thereof or compliance by any Liquidity Bank with any request or directive issued after the
date hereof (whether or not having the force of law) of any such authority, central bank or comparable agency (a “Change
in Law”) shall either:


(i)       impose,
modify or deem applicable any reserve, special deposit or similar requirement against (or against any class of, a change in or
in the amount of) assets or liabilities of, or commitments or extensions of credit by, any Liquidity Bank;


(ii)       shall
subject any Liquidity Bank to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the
definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments or other
obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or


(iii)       impose
on any Liquidity Bank any other condition regarding this Agreement or its Liquidity Commitment,


and the result of any event referred
to in clause (i)-(iii) above shall be to increase the cost to any Liquidity Bank of issuing or maintaining its Liquidity Commitment
or its LIBOR Liquidity Loans (or, in the case of (ii) above, any Liquidity Loans) or to reduce the amounts receivable by any Liquidity
Bank hereunder (which increase in cost or reduction in amounts receivable shall be the result of any Liquidity Bank’s reasonable
allocation of the aggregate of such cost increase or reductions resulting from such events), then, upon written demand by any Liquidity
Bank, BAFC shall, within ten (10) Business Days of receipt of such demand, be obligated to pay to such Liquidity Bank, from time
to time as specified by such Liquidity Bank, additional amounts which in the aggregate shall be sufficient to compensate such Liquidity
Bank for such increased cost or reduction, together with interest on each such amount from the date demanded until payment in full
thereof at a rate per annum equal to the lesser of (A) the Legal Rate or (B) ABR. A certificate setting forth in reasonable detail
such increased cost incurred or reduction in amounts receivable by any Liquidity Bank as a result of any event mentioned in clause
(i), (ii) or (iii) of this subsection, submitted by any Liquidity Bank to BAFC, shall, unless otherwise required by law, be conclusive,
absent manifest error, as to the amount thereof. Each Liquidity Bank shall give BAFC and the Administrative Agent notice, within
a reasonable period of time of such Liquidity Bank having actual knowledge of the occurrence of any event that will entitle such
Liquidity Bank to claim the payment of additional amounts under this subsection 4.05(a). Notwithstanding the foregoing,
BAFC shall not be required to pay any Liquidity Bank, as applicable, such additional amounts to the extent such amounts relate
to periods more than one hundred and eighty (180) days prior to the date of BAFC’s receipt of such demand; provided
that, if such change in law giving rise to such increased cost or reduction is retroactive, then the one hundred and eighty (180)
day period shall be extended to include the period of retroactive effect thereof.



    	 	20 	 



     


    




(b)       If
any of the events requiring payments of additional amounts by BAFC under subsection (a) occurs, each Liquidity Bank shall take
such steps as may be reasonable to avoid BAFC being required to pay any additional amounts and shall consult with BAFC in good
faith with a view to agreeing to alternative arrangements which would not subject such Liquidity Bank to any unreimbursed cost
and would not otherwise be disadvantageous to such Liquidity Bank, whereby any such requirement can be avoided or mitigated, including
without limitation, fulfilling any such Liquidity Bank’s obligations through another branch or affiliate.


(c)       If
any Liquidity Bank shall have determined that on or after the date hereof, the adoption of any applicable law, rule or regulation
regarding capital adequacy or liquidity, or any change therein, or any change in the interpretation or administration thereof by
any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance
by any Liquidity Bank or any corporation controlling such Liquidity Bank with any request or directive regarding capital adequacy
or liquidity (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have
the effect of reducing the rate of return on the capital of such Liquidity Bank or such corporation as a consequence of the Liquidity
Commitment or its obligations hereunder or under any participation agreement to a level below that which such Liquidity Bank or
such corporation could have achieved but for such adoption, change or compliance (taking into consideration the policies of such
Liquidity Bank or such corporation with respect to capital adequacy or liquidity) by an amount deemed by such Liquidity Bank to
be material, then from time to time, within ten (10) Business Days after demand by such Liquidity Bank, BAFC shall be obligated
to pay or cause to be paid to such Liquidity Bank such additional amount or amounts as will compensate such Liquidity Bank for
such reduction. Each Liquidity Bank shall give BAFC and the Administrative Agent notice within a reasonable time of such Liquidity
Bank having actual knowledge of the occurrence of any event that will entitle the Liquidity Bank to claim the payment of additional
amounts under this subsection 4.05(c). Notwithstanding the foregoing, BAFC shall not be required to pay any Liquidity Bank,
as applicable, such additional amounts to the extent such amounts relate to periods more than one hundred and eighty (180) days
prior to the date of BAFC’s receipt of such demand; provided that, if such change in law giving rise to such reduction
is retroactive, then the one hundred and eighty (180) day period shall be extended to include the period of retroactive effect
thereof.



    	 	21 	 



     


    




(d)       If
any Liquidity Bank (i) has failed to consent to a proposed amendment, waiver or other modification that, pursuant to the terms
of Section 11.03, requires the consent of all Liquidity Banks, or all affected Liquidity Banks, and with respect to which
the Majority Liquidity Banks shall have granted their consent or (ii) on its own behalf makes a demand for amounts owed under
this Section 4.05, BAFC shall have the right, if no event then exists which is or with the lapse of time or notice or both
would be a Mandatory Liquidation Event, within ninety (90) days of the date of such demand, to remove such Liquidity Bank (the
“Affected Person”) and to designate another lender (the “Replacement Person”) reasonably
acceptable to the Administrative Agent and meeting the requirements of Section 11.05 hereof to purchase the Affected Person’s
outstanding Liquidity Loans and to assume the Affected Person’s obligations under this Agreement; provided that increased
costs incurred by such Liquidity Bank prior to the date of its replacement shall have been paid as provided in the previous paragraph;
and provided further, that BAFC first receives confirmation from the Series 2000-1 Rating Agencies that such
replacement will not result in the reduction or withdrawal of the rating of the Commercial Paper. The Affected Person agrees to
sell to the Replacement Person its outstanding Liquidity Loans (at par, with accrued interest through the date of purchase, in
immediately available funds) and to delegate to the Replacement Person its obligations to BAFC and its future obligations to the
Administrative Agent under this Agreement. Upon such sale and delegation by the Affected Person and the purchase and assumption
by the Replacement Person, and compliance with the provisions of Section 11.05 hereof, the Affected Person shall cease
to be a Liquidity Bank hereunder and the Replacement Person shall become a Liquidity Bank under this Agreement. Each Affected
Person shall continue to be entitled to receive from BAFC its share of interest, fees, costs and other sums which have not been
assigned by the Affected Person to the Replacement Person.


(e)       Notwithstanding
anything herein to the contrary (i) all requests, rules, guidelines, requirements and directive promulgated by the Bank for International
Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by the United States or foreign
regulatory authorities, in each case pursuant to Basel III, and (ii) the Dodd-Frank Wall Street Reform and Consumer Protection
Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation
thereof, shall in each case be deemed to be a change in Requirements of Law, regardless of the date enacted, adopted, issued or
implemented.


(f)       Notwithstanding
anything in this Agreement to the contrary, it is understood that any Participant shall be entitled to the payment of increased
costs under this Section 4.05 and Section 4.06 hereof to the extent such increased costs would have been required
to be paid had no participating interest been sold.



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SECTION 4.06Taxes.
For purposes of this Section 4.06, the term “applicable law” includes FATCA.


(a)       All
payments made by or on behalf of BAFC under this Agreement or any other Transaction Document shall be made free and clear of, and
without deduction or withholding for or on account of, any Taxes; provided, that if any Taxes are required by applicable
law to be deducted or withheld from any amounts payable to the Administrative Agent or any Liquidity Bank, as determined in good
faith by the applicable Withholding Agent, (x) the applicable Withholding Agent shall be entitled to make such deduction or withholding
and shall timely pay the amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and
(y) if such Tax is an Indemnified Tax, then the sum payable by BAFC to the Administrative Agent or such Liquidity Bank shall be
increased to the extent necessary so that after such deduction or withholding has been made (including such deductions and withholdings
applicable to additional sums payable under this Section), the Administrative Agent or such Liquidity Bank receives an amount equal
to the sum it would have received had no such withholding or deduction been made.


(b)       In
addition, BAFC shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.


(c)       Whenever
any Indemnified Taxes are payable by BAFC, as promptly as possible thereafter BAFC shall send to the Administrative Agent for its
own account or for the account of the relevant Liquidity Bank, as the case may be, a certified copy of an original official receipt
received by BAFC showing payment thereof, a copy of the tax return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent. BAFC shall indemnify the Administrative Agent and each Liquidity Bank, within ten (10)
days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or
attributable to amounts payable under this Section) payable or paid by the Administrative Agent or such Liquidity Bank or required
to be withheld or deducted from a payment to the Administrative Agent or such Liquidity Bank and any reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the amount of such payment or liability delivered to BAFC by a Liquidity Bank (with
a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Liquidity Bank, shall be
conclusive absent manifest error.



    	 	23 	 



     


    




(d)       Each
Liquidity Bank shall severally indemnify the Administrative Agent, within ten (10) days after receiving demand therefor, for the
full amount of (i) any Indemnified Taxes that are attributable to such Liquidity Bank and that are payable or paid by the Administrative
Agent (but only to the extent that BAFC has not already indemnified the Administrative Agent for such Indemnified Taxes and without
limiting the obligation of BAFC to do so), (ii) any Taxes attributable to such Liquidity Bank’s failure to comply with the
provisions of Section 11.05(b) relating to the maintenance of a Participant Register, and (iii) any Excluded Taxes attributable
to such Liquidity Bank, in each case that are payable or paid by the Administrative Agent in connection with any Transaction Document,
together with all reasonable costs and expenses arising therefrom or with respect thereto, as determined by the Administrative
Agent in good faith, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered to any Liquidity Bank by the Administrative Agent
shall be conclusive absent manifest error. Each Liquidity Bank hereby authorizes the Administrative Agent to set off and apply
any and all amounts at any time owing to such Liquidity Bank under any Transaction Document or otherwise payable by the Administrative
Agent to the Liquidity Bank from any other source against any amount due to the Administrative Agent under this paragraph (d).


(e)       Each
Liquidity Bank (or its assignee or Participant) that is a “United States person” as defined in Section 7701(a)(30)
of the Code shall deliver to BAFC and the Administrative Agent on or before the date on which it becomes a party to this Agreement
(and thereafter upon the reasonable request of BAFC or Administrative Agent) two properly completed and duly signed copies of U.S.
Internal Revenue Service Form W-9 (or any successor form) certifying that such Liquidity Bank is exempt from U.S. federal backup
withholding tax.


(f)       Each
Liquidity Bank (or its assignee or Participant) that is not a United States person (a “Non-U.S. Liquidity Bank”)
shall deliver to BAFC and the Administrative Agent (or, in the case of an assignee or Participant, to the Liquidity Bank from which
the related participation shall have been purchased) on or about the date on which such Non-U.S. Liquidity Bank becomes a Liquidity
Bank under this Agreement (or, in the case of any Participant, on or before the date such Participant purchases the related participation)
and from time to time thereafter upon the reasonable request of BAFC or the Administrative Agent whichever of the following is
applicable:


(i) in the
case of a Non-U.S. Liquidity Bank claiming the benefits of an income tax treaty to which the United States is a party (x) with
respect to payments of interest under any Commercial Paper Program Document, two copies of either U.S. Internal Revenue Service
Form W-8BEN or Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest”
article of such tax treaty and (y) with respect to any other applicable payments under any Commercial Paper Program Document, U.S.
Internal Revenue Service Form W-8BEN or Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding
Tax pursuant to the “business profits” or “other income” article of such tax treaty;


(ii) two copies
of U.S. Internal Revenue Service Form W-8ECI;


 


(iii) in the
case of a Non-U.S. Liquidity Bank claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code,
(x) a certificate substantially in the form of Exhibit C-1 to the effect that such Non-U.S. Liquidity Bank is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of BAFC within the meaning of Section
871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to BAFC as described in Section 881(c)(3)(C)
of the Code (a “U.S. Tax Compliance Certificate”) and (y) two copies of U.S. Internal Revenue Service Form W-8BEN or
W-8BEN-E; or


 



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(iv) to the
extent a Non-U.S. Liquidity Bank is not the beneficial owner, two copies of U.S. Internal Revenue Service Form W-8IMY, accompanied
by U.S. Internal Revenue Service Form W-8ECI, U.S. Internal Revenue Service Form W-8BEN, U.S. Internal Revenue Service Form W-8BEN-E,
a U.S. Tax Compliance Certificate substantially in the form of Exhibit C-2 or Exhibit C-3, U.S. Internal Revenue Service Form W-9,
and/or other certification documents from each beneficial owner, as applicable; provided that if the Non-U.S. Liquidity Bank is
a partnership and one or more direct or indirect partners of such Non-U.S. Liquidity Bank are claiming the portfolio interest exemption,
such Non-U.S. Liquidity Bank may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit C-4 on behalf of
each such direct and indirect partner.


 


(g)       Each
Non-U.S. Liquidity Bank shall deliver any other form prescribed by applicable requirements of U.S. federal income tax law as a
basis for claiming exemption from or a reduction in U.S. federal withholding tax duly completed together with such supplementary
documentation as may be prescribed by applicable requirements of law to permit BAFC and the Administrative Agent to determine the
withholding or deduction required to be made. Such forms shall be delivered by each Non-U.S. Liquidity Bank on or before the date
it becomes a party to this Agreement (or, in the case of any Participant, on or before the date such Participant purchases the
related participation) and from time to time thereafter upon the reasonable request of BAFC or the Administrative Agent. Notwithstanding
any other provision of this Section, no Liquidity Bank shall be required to deliver any form pursuant to this Section that such
Liquidity Bank is not legally able to deliver.


(h)       A
Liquidity Bank (or Participant) that is entitled to an exemption from or reduction of non-U.S. withholding tax under the law of
the jurisdiction in which BAFC is located, or any treaty to which such jurisdiction is a party, with respect to payments under
this Agreement shall deliver to BAFC (with a copy to the Administrative Agent), at the time or times prescribed by applicable law
or reasonably requested by BAFC or the Administrative Agent, such properly completed and executed documentation prescribed by applicable
law as will permit such payments to be made without withholding or at a reduced rate, provided that such Liquidity Bank
(or Participant) is legally entitled to complete, execute and deliver such documentation and in such Liquidity Bank’s (or
Participant’s) reasonable judgment such completion, execution or submission would not materially prejudice the legal or commercial
position of such Liquidity Bank (or Participant).



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(i)       If
a payment made to a Liquidity Bank under any Transaction Document would be subject to U.S. federal withholding tax imposed by FATCA
if such Liquidity Bank were to fail to comply with the applicable reporting requirements of FATCA (including those contained in
Section 1471(b) or 1472(b) of the Code, as applicable), such Liquidity Bank shall deliver to BAFC and the Administrative Agent
at the time or times prescribed by law and at such time or times reasonably requested by BAFC or the Administrative Agent such
documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional
documentation reasonably requested by BAFC or the Administrative Agent as may be necessary for BAFC and the Administrative Agent
to comply with their obligations under FATCA and to determine that such Liquidity Bank has complied with such Liquidity Bank’s
obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this paragraph
(g), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.


(j)       Each
Liquidity Bank agrees that if any form or certification it previously delivered pursuant to this Section 4.06 expires or
becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify BAFC and the Administrative
Agent in writing of its legal inability to do so.


(k)       If
the Administrative Agent or a Liquidity Bank determines, in its sole good faith discretion, that it has received a refund of any
Indemnified Taxes as to which it has been indemnified by BAFC or with respect to which BAFC has paid additional amounts pursuant
to this Section 4.06, it shall pay to BAFC an amount equal to such refund (but only to the extent of indemnity payments
made, or additional amounts paid, by BAFC under this Section 4.06 with respect to Indemnified Taxes giving rise to such
refund), net of all out-of-pocket expenses of the Administrative Agent or such Liquidity Bank and without interest (other than
any interest paid by the relevant Governmental Authority with respect to such refund); provided, that BAFC agrees to pay,
upon the request of the Administrative Agent or such Liquidity Bank, the amount paid over to BAFC pursuant to this paragraph (i)
(plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such
Liquidity Bank in the event that the Administrative Agent or such Liquidity Bank is required to repay such refund to such Governmental
Authority. Notwithstanding anything to the contrary in this paragraph (i), in no event will the indemnified party be required to
pay any amount to an indemnifying party pursuant to this paragraph (i) the payment of which would place the indemnified party in
a less favorable net after-tax position than the indemnified party would have been in if the indemnification payments or additional
amounts giving rise to such refund had never been paid. This Section 4.06(i) shall not be construed to require the Administrative
Agent or a Liquidity Bank to make available its Tax returns (or any other information relating to its Taxes that it deems confidential)
to BAFC.



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(l)       The
agreements in this Section shall survive the termination of this Agreement and the payment of the Liquidity Loans and all other
amounts payable hereunder.


SECTION 4.07Addition,
Removal and Downgrading of Liquidity Banks. If at any time either (a) the short-term credit rating assigned to any Liquidity
Bank by S&P or Moody’s is withdrawn, downgraded or otherwise below “A-1” or “P-1”, respectively,
and with respect to any such Liquidity Bank there is not a confirming obligation under a letter of credit or other similar instrument
to fund Liquidity Loans hereunder by a bank that has been assigned a short-term credit rating of at least “A-1” and
“P-1” by S&P and Moody’s, respectively, or (b) a Liquidity Bank becomes a Defaulting Liquidity Bank, then
BAFC may, upon five (5) Business Days’ prior written notice given to the Administrative Agent and such affected Liquidity
Bank, replace such affected Liquidity Bank with a bank having short-term ratings of at least “A-1” by S&P and “P-1”
by Moody’s or with a Liquidity Bank already a party to this Agreement (which bank shall sign such documents and instruments
as shall be appropriate to assume the obligations of such affected Liquidity Bank hereunder), provided that no such replacement
pursuant to this sentence shall be effective unless each Series 2000-1 Rating Agency shall have confirmed in writing to BAFC and
the Administrative Agent that such replacement would not result in a withdrawal or reduction of the rating by such Series 2000-1
Rating Agency of the Commercial Paper. In the event that such affected Liquidity Bank is not replaced within thirty (30) days,
such affected Liquidity Bank’s Percentage of the Aggregate Liquidity Commitment and its Liquidity Commitment shall be reduced
by such amount whereupon the Percentages of the Aggregate Liquidity Commitment of the Liquidity Banks remaining shall be automatically
adjusted so as to equal 100% in the aggregate, and the Administrative Agent shall notify the Liquidity Banks of such adjustment,
provided that in no event shall any such action under this sentence be effective hereunder if the Credits Outstanding would
exceed the Aggregate Available Liquidity Commitment as so reduced unless the provisions of subsection 4.03(c)(ii) are complied
with as if such affected Liquidity Bank were an Exiting Bank. Until such time as one of the actions required by the preceding provisions
of this Section hereof is completed, the affected Liquidity Bank’s Percentage of the Aggregate Liquidity Commitment shall
not be terminated (except as otherwise provided in Section 4.01(a) and Section 5.04).


SECTION 4.08Illegality.
If, after the date of this Agreement, the introduction of, or any change in, any applicable law, rule or regulation or in the interpretation
or administration thereof by any Governmental Authority shall, in the reasonable opinion of counsel to any Liquidity Bank, make
it unlawful for such Liquidity Bank to make or maintain any LIBOR Liquidity Loan or if it becomes unlawful and/or contrary to Sanctions,
or declared to be contrary to Sanctions or sanctionable by any Sanctions Authority for such Liquidity Bank to make or maintain
any LIBOR Liquidity Loan, then such Liquidity Bank may, by notice to BAFC (with notice to the Administrative Agent), immediately
declare that such LIBOR Liquidity Loan shall be due and payable. BAFC shall repay any such LIBOR Liquidity Loan declared so due
and payable in full on the last day of the Interest Period applicable thereto or earlier if required by law, together with accrued
interest thereon. Each Liquidity Bank will promptly notify BAFC and the Administrative Agent of any event of which such Liquidity
Bank has knowledge which would entitle it to prepayment pursuant to this Section 4.08 and will use its reasonable efforts
to mitigate the effect of any event if, in the sole and absolute opinion of such Liquidity Bank, such efforts will avoid the need
for such prepayment and will not be otherwise disadvantageous to such Liquidity Bank.



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SECTION 4.09Alternate
Rate of Interest.


(a)       Subject
to clauses (b), (c), (d), (e), (f) and (g) of this Section 4.09, if prior to the first day of any Interest Period for a
LIBOR Liquidity Loan:


(i)       the
Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means
do not exist for ascertaining the Adjusted LIBOR Rate or the LIBOR Rate, as applicable, for any requested Interest Period, including
because the LIBOR Screen Rate is not available or published on a current basis, or


(ii)       the
Administrative Agent is advised by the Majority Liquidity Banks that the Adjusted LIBOR Rate or the LIBOR Rate, as applicable,
for any requested Interest Period will not adequately and fairly reflect the cost to such Liquidity Banks (or Liquidity Bank) of
making or maintaining their Liquidity Loans (or its Liquidity Loan), including in such Borrowing for such Interest Period;


then the Administrative Agent
shall give notice thereof to BAFC and the Liquidity Banks by telephone, telecopy or electronic mail as promptly as practicable
thereafter and, until the Administrative Agent notifies BAFC and the Liquidity Banks that the circumstances giving rise to such
notice no longer exist, (x) any interest election request that requests the conversion of any Borrowing to, or continuation of
any Borrowing as, a LIBOR Liquidity Loan shall be ineffective and (B) if any Borrowing request requests LIBOR Liquidity Loans,
such Borrowing shall be made as Prime Rate Liquidity Loans. Furthermore, if any LIBOR Liquidity Loan is outstanding on the date
of BAFC’s receipt of the notice from the Administrative Agent referred to in this ‎Section 4.09(a) with respect to the
applicable rate applicable to such LIBOR Liquidity Loan, then until the Administrative Agent notifies BAFC and the Liquidity Banks
that the circumstances giving rise to such notice no longer exist, (i) then on the last day of the Interest Period applicable to
such LIBOR Liquidity Loan (or the next succeeding Business Day if such day is not a Business Day), such LIBOR Liquidity Loan shall
be converted by the Administrative Agent to, and shall constitute, a Prime Rate Liquidity Loan on such day.


(b)       Benchmark
Replacement. Notwithstanding anything to the contrary herein or in any Liquidity Loan Note, if a Benchmark Transition Event,
an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred
prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined
in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date,
such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Liquidity Loan Note in respect
of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other
party to, this Agreement or any Liquidity Loan Note and (y) if a Benchmark Replacement is determined in accordance with clause
(3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will
replace such Benchmark for all purposes hereunder and under any Liquidity Loan Note in respect of any Benchmark setting at or after
5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided
to the Liquidity Banks without any amendment to, or further action or consent of any other party to, this Agreement or any Liquidity
Loan Note so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement
from Liquidity Banks comprising the Majority Liquidity Banks.



    	 	28 	 



     


    




(c)       Flip
Forward. Notwithstanding anything to the contrary herein or in any Liquidity Loan Note and subject to the proviso below in
this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference
Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current
Benchmark for all purposes hereunder or under any Liquidity Loan Note in respect of such Benchmark setting and subsequent Benchmark
settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Liquidity Loan
Note; provided that, this Section 4.09(c) shall not be effective unless the Administrative Agent has delivered to
the Liquidity Banks and BAFC a Term SOFR Notice. Notwithstanding anything contained herein to the contrary, the Administrative
Agent shall not be required to deliver a Term SOFR Notice after the occurrence of a Term SOFR Transition Event and may do so in
its sole discretion. For the avoidance of doubt, any applicable provisions set forth in this Section 4.09 shall apply with
respect to any Term SOFR transition pursuant to this Section 4.09(c) as if such forward-looking term rate was initially
determined in accordance herewith including, without limitation, the provisions set forth in Section 4.09(d) and Section
1.02.


(d)       Benchmark
Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Administrative Agent
will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary
herein or in any Liquidity Loan Note, any amendments implementing such Benchmark Replacement Conforming Changes will become effective
without any further action or consent of any other party to this Agreement or any other Transaction Document.


(e)       Notices;
Standards for Decisions and Determinations. The Administrative Agent will promptly notify BAFC and the Liquidity Banks of (i)
any occurrence of a Benchmark Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and
its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark
Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (f) below
and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may
be made by the Administrative Agent or, if applicable, any Liquidity Bank (or group of Liquidity Banks) pursuant to this Section
4.09, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an
event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and
binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this
Agreement or any Liquidity Loan Note, except, in each case, as expressly required pursuant to this Section 4.09.



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(f)       Unavailability
of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any Liquidity Loan Note, at any time (including
in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including
Term SOFR or LIBOR Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service
that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory
supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that
any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of
“Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative
tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information
service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it
is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify
the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed
tenor.


(g)       Benchmark
Unavailability Period. Upon BAFC’s receipt of notice of the commencement of a Benchmark Unavailability Period, BAFC may
revoke any request for a Borrowing of, conversion to or continuation of eurocurrency borrowings to be made, converted or continued
during any Benchmark Unavailability Period and, failing that, BAFC will be deemed to have converted any such request into a request
for a Borrowing of or conversion to ABR Loans. During any Benchmark Unavailability Period or at any time that a tenor for the then-current
Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark,
as applicable, will not be used in any determination of ABR. Furthermore, if any Liquidity Loan is outstanding on the date of BAFC’s
receipt of notice of the commencement of a Benchmark Unavailability Period, then until such time as a Benchmark Replacement is
implemented pursuant to this ‎Section 4.08 on the last day of the Interest Period applicable to such Liquidity Loan
(or the next succeeding Business Day if such day is not a Business Day), such Liquidity Loan shall be converted by the Administrative
Agent to, and shall constitute, a Prime Rate Liquidity Loan.



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ARTICLE V



PAYMENTS


SECTION 5.01Payments
on Non-Business Days. Whenever any payment to be made hereunder or under a Liquidity Loan Note shall be stated to be due on
a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and interest shall
be payable at the applicable rate during such extension.


SECTION 5.02Prepayments.


(a)       BAFC
shall have the right to prepay the Liquidity Loans in whole or in part, without premium (but subject to subsection 4.01(b)),
at any time on the following terms and conditions: (i) BAFC shall deliver notice to the Administrative Agent no later than 10:00
a.m., New York City time, (A) with respect to any LIBOR Liquidity Loan, three (3) Business Days prior to such repayment date and
(B) with respect to any Prime Rate Liquidity Loan, on the date of such repayment, (ii) each prepayment shall be in a principal
amount of not less than $1,000,000 and integral multiples of $1,000,000 in excess thereof or equal to the then outstanding principal
amount of the Liquidity Loans being prepaid and (iii) each prepayment must be accompanied by the payment of accrued interest on
the amount prepaid to the date of prepayment.


(b)       If,
on any day, the Credits Outstanding exceeds the then current Aggregate Available Liquidity Commitment, BAFC shall be obligated
to prepay Liquidity Loans in an amount equal to such excess but not exceeding the amount of such Liquidity Loans made by the Liquidity
Banks to BAFC.


(c)       If
on any day on which any Liquidity Loan is outstanding (other than a Liquidity Loan made pursuant to subsection 3.01(a)(v))
BAFC is able to sell Commercial Paper, BAFC shall be obligated to sell Commercial Paper in an amount sufficient to prepay Liquidity
Loans in an amount equal to the lesser of (x) the aggregate amount of Liquidity Loans outstanding or (y) the proceeds from the
sale of the maximum amount of Commercial Paper that BAFC is able to sell on such day in excess of the proceeds needed to pay Commercial
Paper maturing on such day.


SECTION 5.03Cash
Collateral Account. For the purpose of facilitating the transactions contemplated by this Agreement, the Collateral Agent has
established on behalf of BAFC a special purpose trust account (for the benefit of the Secured Parties), identified as the BAFC
Cash Collateral Account, the operation of which shall be governed by the Security Agreement (said account being referred to as
the “Cash Collateral Account”).



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SECTION 5.04Method
and Place of Payment, etc. All payments by BAFC under this Agreement and the Liquidity Loan Notes owing to the Liquidity Banks
shall be made to the Administrative Agent without setoff or counterclaim for distribution to each Liquidity Bank (or to an Exiting
Bank, in the case of an Exiting Loan) in accordance with the Liquidity Facility Fee Letter and the Liquidity Loan Notes not later
than 2:00 p.m. (New York City time) on the date when due and shall be made in freely transferable Dollars and in immediately available
funds at the Payment Office. Upon receipt of such payment, the Administrative Agent shall promptly remit to each Liquidity Bank
its pro rata share (or, in the case of payments with respect to Exiting Loans, the entire amount) of the payment; provided,
that BAFC shall not be obligated to pay any Commitment Fee owed to a Liquidity Bank with respect to any period during which such
Liquidity Bank became a Defaulting Liquidity Bank and such Defaulting Liquidity Bank’s Liquidity Commitment shall not be
included in the calculation of the Commitment Fees owed to Liquidity Banks that are not Defaulting Liquidity Banks during such
period, unless in either case such Liquidity Bank remains a Performing Liquidity Bank during such period.


SECTION 5.05Draws
on and Exchange of the Letter of Credit.


(a)       Draws
for Defaulted Loans. If, on any given day, the Administrative Agent has received a Servicer’s Certificate with respect
to a Defaulted Loan with instructions to draw on the Letter of Credit or the Administrative Agent otherwise obtains knowledge of
the existence of a Defaulted Loan, the Administrative Agent will draw on the Letter of Credit on such date and if necessary, request
the Collateral Agent to withdraw amounts deposited in the Reserve Account on such date in an aggregate amount equal to the lesser
of (x) the Series 2000-1 Invested Percentage of the aggregate unpaid principal amount and accrued and unpaid interest (or discount)
thereon to and including the day prior to the day the Loan has become a Defaulted Loan (calculated by converting any Defaulted
Loans denominated in Approved Currencies other than Dollars into Dollars at the Rate of Exchange) and (y) the Letter of Credit
Amount then in effect and shall deposit and apply the draw amount in accordance with subsection 5.05(c) hereof and shall
instruct the Collateral Agent to reimburse the Letter of Credit Banks for such draw in accordance with the terms of the Security
Agreement; provided that, if the required draw is made pursuant to clause (y) above, the Administrative Agent shall, upon
receipt of notice from the Collateral Agent of payment of the Repayment Amount to the Letter of Credit Bank, submit as promptly
as practicable a successive draw on the Letter of Credit for the lesser of (i) the amount of such excess principal plus accrued
and unpaid interest (or discount) on such Defaulted Loan (calculated by converting any Defaulted Loans denominated in Approved
Currencies other than Dollars into Dollars at the Rate of Exchange) over the Letter of Credit Amount prior to giving effect to
the first draw or (ii) the entire remaining reinstated Letter of Credit Commitment then available.


(b)       Draws
Upon L/C Expiration Date. If the L/C Expiration Date has not been extended by any Letter of Credit Bank pursuant to Section
2.01 of the Letter of Credit Reimbursement Agreement on or before such date and if the Administrative Agent has received from
the Servicer a Servicer’s Certificate directing it to do so or the Administrative Agent otherwise obtains knowledge that
the L/C Expiration Date has not been extended by any Letter of Credit Bank and either each Exiting Letter of Credit Bank has not
been replaced or the Letter of Credit Commitment has not been reduced in accordance with subsection 2.01(d) of the Letter
of Credit Reimbursement Agreement, then the Administrative Agent shall, on or after the fifth Business Day preceding the upcoming
L/C Expiration Date, draw on the Letter of Credit for the entire Letter of Credit Commitment Shares of each Exiting Letter of Credit
Bank and apply same in accordance with subsection 5.05(c)(ii) hereof.



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(c)       Deposits
of Letter of Credit Drawings. The Administrative Agent shall deposit all Letter of Credit Disbursements as follows:


(i)       Deposit
of Draws for Defaulted Loans. Letter of Credit Disbursements pursuant to subsection 5.05(a) hereof related to Defaulted
Loans shall be deposited into the Cash Collateral Account to be applied to the payment of Liquidity Bank Obligations in accordance
with Sections 5.2 and 6.2 of the Security Agreement.


(ii)       Deposit
of Draws Upon L/C Expiration Date. Letter of Credit Disbursements drawn pursuant to subsection 5.05(b) hereof shall
be deposited into the Reserve Account. Thereafter, the Administrative Agent shall, upon receipt of a Servicer’s Certificate
or upon obtaining knowledge of the existence of a Defaulted Loan, in lieu of drawing on the Letter of Credit with respect to any
Exiting Letter of Credit Bank, request withdrawals from the Collateral Agent out of the Reserve Account of draw amounts with respect
to Defaulted Loans and deposit of such amounts by the Collateral Agent into the Cash Collateral Account. The Administrative Agent
shall provide notice to BAFC and the Servicer as promptly as practicable of the fact and amount of such drawings.


(d)       Notification
of Drawings. The Administrative Agent shall deliver a copy of each drawing certificate presented to the Letter of Credit Agent
to BAFC, the Servicer, the Guarantor and the Collateral Agent within one Business Day after presenting such drawing certificate.


(e)       Notification
of Failure of Letter of Credit Bank to Honor Drawing. The Administrative Agent shall notify BAFC, the Guarantor, the Servicer
and the Collateral Agent as promptly as practicable if any Letter of Credit Bank should fail or refuse to honor a drawing under
the Letter of Credit.


(f)Replacement
Letter of Credit. The Administrative Agent shall present the Letter of Credit to the Letter of Credit Agent and receive
the replacement Letter of Credit from the Letter of Credit Bank in a simultaneous exchange on the date requested by BAFC pursuant
to subsection 2.01(c) of the Letter of Credit Reimbursement Agreement. In addition, if the Letter of Credit is to be replaced
pursuant to subsection 2.01(e) of the Letter of Credit Reimbursement Agreement, the Administrative Agent shall present the
Letter of Credit to the Letter of Credit Agent and receive the replacement Letter of Credit on the date specified in BAFC’s
request to the Letter of Credit Agent in accordance with such subsection 2.01(e). Upon receipt of such replacement Letter
of Credit, or upon receipt of an amended Letter of Credit pursuant to such subsection 2.01(e), the Administrative Agent
shall notify BAFC, the Servicer and the Collateral Agent by telephone, and shall subsequently transmit a facsimile of such amended
or replacement Letter of Credit to said parties.



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(g)       Letter
of Credit Amount. On each day prior to and on the Liquidity Commitment Expiration Date, the sum of (i) the amount of funds
on deposit in the Reserve Account and (ii) the amount of the Letter of Credit that is in full force and effect shall equal the
Letter of Credit Commitment; provided, however, that upon the downgrade or removal of S&P’s and Moody’s
long-term unsecured debt rating of the Guarantor, BLFC or the Trust which requires the Letter of Credit Commitment to be increased
in accordance with subsection 2.01(e) of the Letter of Credit Reimbursement Agreement, BAFC shall have thirty (30) days
to either (x) obtain a substitute Letter of Credit or an amendment to the existing Letter of Credit reflecting the Letter of Credit
Commitment as so increased or (y) deposit additional funds in the Reserve Account in an amount equal to the amount by which the
Letter of Credit Commitment is required to be increased. Following the deposit by BAFC of any amounts in the Reserve Account, the
Administrative Agent may, upon receipt of a Servicer’s Certificate or upon obtaining knowledge of the existence of a Defaulted
Loan, request withdrawals from the Collateral Agent out of the Reserve Account of draw amounts with respect to Defaulted Loans
and deposit of such amounts by the Collateral Agent into the Cash Collateral Account. The Administrative Agent shall provide notice
to BAFC and the Servicer as promptly as practicable of the fact and amount of such drawings.


ARTICLE VI



CONDITIONS PRECEDENT


SECTION 6.01Conditions
to Effectiveness. This Agreement shall become effective on the first day on which all of the following conditions have been
satisfied:


(a)       Agreement.
Each Liquidity Bank, the Administrative Agent and BAFC shall have signed a counterpart copy of this Agreement and delivered the
same to the Administrative Agent.


(b)       Depositary
Agreement. BAFC and the Depositary shall have executed and delivered the Depositary Agreement; such Agreement shall be in full
force and effect; and the Administrative Agent shall have received a fully executed counterpart thereof.


(c)       The
Liquidity Loan Notes. To the extent requested by a Liquidity Bank, there shall have been delivered to the Administrative Agent
for the account of such Liquidity Bank a Liquidity Loan Note payable to the order of such Liquidity Bank in the amount and as otherwise
provided for in Article III hereto.



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(d)       Security
Agreement. BAFC, the Servicer, the Administrative Agent, the Letter of Credit Agent and the Collateral Agent shall have executed
and delivered the Security Agreement; such Agreement shall be in full force and effect; and the Administrative Agent shall have
received a fully executed counterpart thereof.


(e)       Guaranty.
The Guarantor shall have executed and delivered the Guaranty; the Guaranty shall be in full force and effect; and the Administrative
Agent shall have received a fully executed counterpart thereof.


(f)       Letter
of Credit Reimbursement Agreement. BAFC, the Letter of Credit Agent and the Letter of Credit Banks shall have executed and
delivered the Letter of Credit Reimbursement Agreement; such Agreement shall be in full force and effect; and the Administrative
Agent shall have received a fully executed counterpart thereof.


(g)       Letter
of Credit. The Letter of Credit Agent and the Letter of Credit Banks shall have executed the Letter of Credit and delivered
it to the Administrative Agent; the Letter of Credit shall be in full force and effect.


(h)       Other
Agreements. Each of the other parties thereto shall have executed and delivered the Placement Agency Agreement and each of
the other Transaction Documents, each of which shall be in full force and effect, and the Administrative Agent shall have received
fully executed counterparts thereof.


(i)       No
Series 2000-1 Early Amortization Event or Potential Series 2000-1 Early Amortization Event. As of the date hereof, there shall
exist no Series 2000-1 Early Amortization Event or Potential Series 2000-1 Early Amortization Event.


(j)       Representations
and Warranties. All representations and warranties of (i) BAFC contained in this Agreement and in the other Transaction Documents
or in any document, certificate or financial or other statement delivered in connection herewith or therewith and (ii) the Servicer,
the Guarantor and the Company contained in the Transaction Documents, shall be true and correct with the same force and effect
as though such representations and warranties had been made as of the date hereof.


(k)       Closing
Certificates. The Administrative Agent shall have received in sufficient counterparts for each Liquidity Bank a certificate,
dated the date hereof and executed by a Responsible Officer of each of BAFC, the Company and the Servicer stating that all of the
conditions specified in Section 6.01(i) as applicable to it are then satisfied.



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(l)       Filings,
etc. All filings (including, without limitation, pursuant to the UCC) and recordings shall have been accomplished with respect
to the Security Agreement in such jurisdictions as may be required or permitted by law to establish, perfect, protect and preserve
the rights, titles, interests, remedies, powers, privileges, liens and security interests of the Collateral Agent in the collateral
covered by the Security Agreement and any giving of notice or the taking of any other action to such end (whether similar or dissimilar)
required or permitted by law shall have been given or taken.


(m)       Documentation
and Proceedings. The Administrative Agent shall have received copies of the Certificate of Incorporation of BAFC (certified
by the Secretary of State of Delaware), certificates of appropriate officials as to the existence and good standing (if applicable)
of BAFC and the Guarantor, and Bylaws of BAFC, Board of Directors resolutions in respect of the Transaction Documents to which
BAFC or the Guarantor, as applicable, is a party, and incumbency certificates with respect to BAFC and the Guarantor, all satisfactory
in form and substance to the Administrative Agent.


(n)       Bank
Accounts. The Cash Collateral Account, the Commercial Paper Account and the Special Payment Account shall have been established.


(o)       Compliance
with Laws. The Administrative Agent shall have received evidence reasonably satisfactory to it that the business conducted
and proposed to be conducted by BAFC is in compliance with all applicable laws and regulations and that all registrations, filings,
licenses and/or consents required to be obtained by BAFC in connection therewith have been made or obtained, except to the extent
that the failure to comply with the foregoing could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.


(p)       Other
Conditions Precedent. The conditions precedent to the Letter of Credit Reimbursement Agreement shall have been satisfied concurrently.


(q)Fees.The
Administrative Agent shall have received payment of all fees and other amounts due and payable to it or the Liquidity Banks on
or before the date hereof.


(r)       BAFC
Rating. The Administrative Agent shall have received a letter from S&P confirming its “A-1” rating of BAFC’s
commercial paper and a letter from Moody’s confirming its “P-1” rating of BAFC’s commercial paper.


(s)       BL,
Trust and BLFC Rating. The Administrative Agent shall have received evidence reasonably satisfactory to it that BL’s
long-term unsecured debt rating is at least “BBB-” by S&P and either the Trust’s or BLFC’s long-term
unsecured debt rating is at least “Baa3” by Moody’s.






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(t)       Guarantor
Financials. The Administrative Agent shall have received (i) audited consolidated financial statements of BL for its fiscal
year ended December 31, 2020, and (ii) unaudited consolidated financial statements for its fiscal quarter ended March 31, 2021.


(u)       Beneficial
Ownership Certification. To the extent BAFC qualifies as a “legal entity customer” under the Beneficial Ownership
Regulation, each Liquidity Bank that has requested, in a written notice to BAFC at least ten (10) days prior to the Amendment Effective
Date, a Beneficial Ownership Certification in relation to BAFC, shall have received such Beneficial Ownership Certification at
least five (5) days prior to the Amendment Effective Date (provided that, upon the execution and delivery by such Liquidity Bank
of its signature page to this Agreement, the condition set forth in this clause (u) shall be deemed to be satisfied).


SECTION 6.02Conditions
to Each Issuance of Commercial Paper. The right of BAFC to issue Commercial Paper is subject at the time of such issuance of
Commercial Paper to the satisfaction of the following conditions listed in this Section 6.02 (in addition to the condition
set forth in the proviso to Section 2.01(b)) with each issuance of Commercial Paper.


(a)       Ratings.
At the time of each issuance of Commercial Paper, a rating of at least “A-1”, in the case of S&P, and at least
“P-1”, in the case of Moody’s, shall be in full force and effect.


(b)       Representations
and Warranties. At the date of such issuance of Commercial Paper and after giving effect thereto, all representations and warranties
of (i) BAFC contained in this Agreement and in the other Transaction Documents or in any document, certificate or financial or
other statement delivered in connection herewith or therewith, unless waived by the Administrative Agent and Letter of Credit Agent,
and (ii) the Servicer, the Guarantor and the Company contained in the Transaction Documents, or in any document, certificate or
financial or other statement delivered in connection therewith, unless waived by the Administrative Agent and Letter of Credit
Agent, in each case shall be true and correct with the same force and effect as though such representations and warranties had
been made as of such date.


(c)       Liquidity
Agreement. The Liquidity Agreement shall be in full force and effect on the date of such issuance of Commercial Paper.


(d)       Private
Placement Memorandum. Each credit report, private placement memorandum or information circular to be used by BAFC in connection
with the offer or sale of the Commercial Paper shall, only insofar as the same shall describe the Administrative Agent or the obligations
of the Administrative Agent hereunder, have been approved in writing by the Administrative Agent or, only insofar as the same shall
describe any Liquidity Bank or the obligations of any Liquidity Bank hereunder, the Administrative Agent shall obtain the prior
written approval of such Liquidity Bank.



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(e)       No
Mandatory Liquidation Event or Mandatory CP Wind-Down Event. At the time of each issuance of Commercial Paper and after giving
effect thereto, (i) no Mandatory Liquidation Event shall have occurred, and (ii) no Mandatory CP Wind-Down Event shall have occurred
with respect to which the Administrative Agent shall have instructed the Depositary not to issue additional Commercial Paper.


SECTION 6.03Conditions
Precedent to the Making of Each Liquidity Loan. In addition to the requirements of subsection 3.01(c) hereof, no Liquidity
Bank shall be required to make a Liquidity Loan if at or prior to the time of making such Liquidity Loan an Insolvency Event (as
described in clauses (i)-(iii) of the definition of “Insolvency Event”) shall have occurred with respect to BAFC.


SECTION 6.04Conditions
to the Making of any Liquidity Loan Pursuant to subsection 3.01(a)(v). In addition to the requirements of subsection 3.01(c)
and Section 6.03 hereof, no Liquidity Bank shall be required to make a Liquidity Loan pursuant to subsection 3.01(a)(v)
hereof unless the following conditions are satisfied on each day on which such Liquidity Loan is to be made:


(a)       Representations
and Warranties. At the date on which such Liquidity Loan is to be made and after giving effect to such Liquidity Loan, all
representations and warranties of (i) BAFC contained in this Agreement and in the other Transaction Documents or in any document,
certificate or financial or other statement delivered in connection herewith or therewith, unless waived by the Administrative
Agent and (ii) the Servicer, the Guarantor and the Company contained in the Transaction Documents, or in any document, certificate
or financial or other statement delivered in connection therewith, unless waived by the Administrative Agent, in each case shall
be true and correct with the same force and effect as though such representations and warranties had been made as of such date.


(b)       No
Mandatory Liquidation Event or Potential Mandatory Liquidation Event. At the date on which such Liquidity Loan is to be made
and after giving effect to such Liquidity Loan, no Mandatory Liquidation Event or Potential Mandatory Liquidation Event shall have
occurred.



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ARTICLE VII



COVENANTS


While this Agreement
is in effect (i.e., until all indebtedness and other amounts payable by BAFC hereunder and under the Commercial Paper and the Liquidity
Loan Notes shall have been paid in full and the Liquidity Banks no longer have any Liquidity Commitment hereunder), BAFC agrees
that:


SECTION 7.01Affirmative
Covenants. BAFC shall:


(a)       provide
the Administrative Agent all information that the Administrative Agent may reasonably request in writing concerning the business
of BAFC within a reasonable period of time considering the nature of the request; provided that with respect to any information
relating to an annual audited report, the same may be delivered within one hundred and twenty (120) calendar days after the end
of BAFC’s fiscal year;


(b)       furnish
or cause to be furnished to the Administrative Agent in sufficient number for each Liquidity Bank, copies of all documents and
other notices furnished to BAFC under the Transaction Documents and to the Letter of Credit Agent under the Letter of Credit Reimbursement
Agreement;


(c)       execute
and deliver to the Administrative Agent and the Liquidity Banks all such documents and instruments and do all such other acts and
things as may be necessary or reasonably required by the Administrative Agent to enable the Collateral Agent or the Administrative
Agent to exercise and enforce their respective rights under this Agreement, the Letter of Credit Reimbursement Agreement, the Letter
of Credit, the Guaranty and the Security Agreement, and to realize thereon, and record and file and rerecord and refile all such
documents and instruments, at such time or times, in such manner and at such place or places, all as may be necessary or required
by the Administrative Agent to validate, preserve and protect the position of the Collateral Agent, the Administrative Agent and
the Liquidity Banks under this Agreement, the Letter of Credit Reimbursement Agreement, the Letter of Credit, the Guaranty and
the Security Agreement;


(d)       take
all actions necessary to ensure that all taxes and other governmental claims in respect of BAFC’s operations and assets are
promptly paid when due, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings
and reserves to the extent required by GAAP with respect thereto have been provided on the books of BAFC;


(e)       comply
in all material respects with obligations it assumes under the Transaction Documents;


(f)       comply
with all Requirements of Law except where the failure to so comply would not reasonably be expected to have a Material Adverse
Effect and in all material respects with Sanctions;


(g)       for
the benefit of the Administrative Agent and the Liquidity Banks, and for so long as this Agreement shall be in effect, perform
and comply with each of its respective agreements, warranties and indemnities contained in this Agreement and the other Transaction
Documents;



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(h)       give
prompt notice to the Administrative Agent of any material default or event of default by any Obligor under any Loan or Loan Documents
of which BAFC is aware;


(i)       advise
the Administrative Agent of the occurrence of each Default, Event of Default or Mandatory CP Wind-Down Event as promptly as practicable
after BAFC becomes aware of any such Default, Event of Default or Mandatory CP Wind-Down Event, and shall notify the Series 2000-1
Rating Agencies of any Mandatory CP Wind-Down Event and Mandatory Liquidation Event;


(j)       beginning
with the fiscal year commencing in 2021, furnish to the Series 2000-1 Rating Agencies and the Administrative Agent in sufficient
number for each Liquidity Bank as soon as available, but in any event within one hundred and twenty (120) days after the end of
each fiscal year of BAFC audited financial statements consisting of the balance sheet of BAFC as of the end of such year and the
related statements of income and retained earnings and statements of cash flow for such year, setting forth in each case in comparative
form the corresponding figures for the previous fiscal year, certified by Independent Public Accountants satisfactory to the Administrative
Agent 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 2021, 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 in the normal conduct
of its business, except where the failure to maintain the same would not have a Material Adverse Effect;



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(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;


(n)       promptly
upon a Responsible Officer of BAFC becoming aware that BAFC has received formal notice that it has become subject of any action
or investigation under any Sanctions, BAFC shall, to the extent permitted by law, supply to the Administrative Agent details of
any such action or investigation;


(o)       promptly
upon the request of the Administrative Agent, BAFC shall provide to the Administrative Agent the information reasonably requested,
to the extent such information is available to BAFC, in connection with applicable “know your customer” and anti-money
laundering rules and regulations, including the Patriot Act, in each case in accordance with BAFC’s past practices; and


(p)       advise
the Administrative Agent of any change in the information provided in the Beneficial Ownership Certification of BAFC provided to
the Administrative Agent or any Liquidity Bank that would result in a change to the list of beneficial owners identified in parts
(c) or (d) of such certification.


SECTION 7.02Negative
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, 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;



    	 	41 	 



     


    




(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 BAFC ceasing to be, directly or indirectly, a wholly-owned Subsidiary of Guarantor. 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;


(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;


(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; and


(m)       knowingly
permit or authorize any other Person to, directly or indirectly, use, lend, make payments of, contribute or otherwise make available,
all or any part of the proceeds of the Liquidity Loans or other transactions contemplated by this Agreement (i) in furtherance
of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person
in violation of the FCPA or any other applicable anti-corruption law, (ii) to fund any trade, business or other activities involving
or for the benefit of any Restricted Person except as otherwise permitted or authorized by Sanctions or Sanctions Authorities,
including, without limitation, as authorized by OFAC general or specific license, or (iii) in any other manner that would result
in any of BAFC, the Guarantor, the Administrative Agent, a Lead Arranger or a Liquidity Bank being in breach of any Sanctions or
becoming a Restricted Person.



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The foregoing covenants
in this Section 7.02(m) will not apply to any party hereto to which Blocking Regulation applies, if and to the extent that
such covenants are or would be unenforceable by or in respect of that party pursuant to, or would otherwise result in a breach
and/or violation of, (i) any provision of the Blocking Regulation (or any law or regulation implementing the Blocking Regulation
in any member state of the European Union) or (ii) any similar blocking or anti-boycott law in the United Kingdom.


ARTICLE VIII



MANDATORY LIQUIDATION EVENTS,

MANDATORY CP WIND-DOWN EVENTS AND REMEDIES


SECTION 8.01Mandatory
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 making any payment
of any principal of any Indebtedness (including any Guarantee Obligation, but excluding the Liquidity Loans) on the scheduled or
original due date with respect thereto; or (b) default in making any payment of any interest on any such Indebtedness beyond the
period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (c) default in the
observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument
or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default
or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on
behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to
its stated maturity or (in the case of any such Indebtedness constituting a Guarantee Obligation) to become payable; provided,
that a default, event or condition described in clause (a), (b) or (c) of this paragraph (iii) shall not at any time constitute
a Mandatory Liquidation Event unless, at such time, one or more defaults, events or conditions of the type described in clauses
(a), (b) and (c) of this paragraph (iii) shall have occurred and be continuing with respect to Indebtedness the outstanding Dollar
Equivalent principal amount of which exceeds in the aggregate $100,000,000;



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(iv)       Insolvency.
An Insolvency Event shall occur with respect to BAFC, the Guarantor, any Designated Obligor or the Company;


(v)       Change
of Control. A Change of Control with respect to the Guarantor shall occur;


(vi)       Investment
Company. BAFC or the Guarantor shall become an “investment company” within the meaning of the 1940 Act and shall
not be exempt from compliance with the 1940 Act;


(vii)       Judgments
Against BAFC. One or more judgments or decrees shall be entered against BAFC involving in the Dollar Equivalent aggregate a
liability (not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage) of $50,000
or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within thirty
(30) days from the entry thereof;


(viii)       Commercial
Paper Payments. Failure by BAFC to pay or cause to be paid any amount in respect of Commercial Paper when due;


(ix)       Certain
Payments. Failure by BAFC to pay or cause to be paid (i) any of the fees described in Section 4.01 hereof when due within
three (3) Business Days from the date due; (ii) fees due under subsection 2.11(a) of the Letter of Credit Reimbursement
Agreement or any other amounts due under the Letter of Credit Reimbursement Agreement within three (3) Business Days from the date
due; (iii) any Liquidity Loan under subsection 3.01(f) and Section 5.02 hereof on the date due; or (iv) interest
on any Liquidity Loan within three (3) Business Days of the date such interest is due;


(x)       Representations.
Any representation or warranty or other written statement made or deemed made by BAFC, the Company or the Guarantor in this Agreement
or in any other Transaction Document or in any document entered into in connection herewith or therewith, shall prove to have been
incorrect when made in any material respect;


(xi)       Covenants.
(a) Failure by BAFC, the Company or the Guarantor to observe or perform any covenant or agreement contained in subsections 5.05(g),
7.01(i) and 7.01(l) hereof (with respect to BAFC), subsections 2.06(g) and 2.06(j)(i) and (ii)
of the Pooling Agreement (with respect to the Company) and subsections 8.1(c)(i) and (ii), 8.1(g)(i), 8.1(h),
8.1(i) and 8.2 of the Guaranty (with respect to the Guarantor); or (b) failure by BAFC, the Company or the Guarantor
to observe or perform any other covenant or agreement contained herein or in any other Transaction Document to which it is a party
and not constituting a Mandatory Liquidation Event under any other clause of this Article VIII and the continuance of such default
for thirty (30) days after the earlier of (x) the date on which a Responsible Officer of BAFC, the Company or the Guarantor has
knowledge of such failure and (y) BAFC, the Company or the Guarantor receives written notice thereof from the Administrative Agent;



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(xii)       Default
Under Other Documents. (a) A Series 2000-1 Early Amortization Event or a Potential Series 2000-1 Early Amortization Event shall
have occurred and be continuing or (b) an Early Amortization Event described in Section 7.01 of the Pooling Agreement (without
taking into account any Supplements) shall occur;


(xiii)       Default
under the Guaranty. The Guarantor shall default under the Guaranty or the Guaranty shall have become invalid or ineffective
or the Guarantor or any affiliate thereof shall challenge its effectiveness;


(xiv)       Judgments
Against Guarantor and Designated Obligors. One or more judgments or decrees shall be entered against the Guarantor or any of
the Designated Obligors involving in the Dollar Equivalent aggregate a liability (not paid or fully covered by insurance as to
which the relevant insurance company has acknowledged coverage) of $100,000,000 or more, and all such judgments or decrees shall
not have been vacated, discharged, stayed or bonded pending appeal within thirty (30) days from the entry thereof;


(xv)       Effectiveness
of Other Documents. Any of the Transaction Documents shall cease, for any reason, to be in full force and effect, or the Company,
the Servicer, the Guarantor, the Sellers or BAFC shall so assert in writing; or


(xvi)       Other
Cross-Defaults. BLFC, BFE or any other Investor Certificateholder that is an Affiliate of the Guarantor shall (a) default in
making any payment of any principal of any Indebtedness (including any Guarantee Obligation, but excluding the Liquidity Loans)
on the scheduled or original due date with respect thereto; or (b) default in making any payment of any interest on any such Indebtedness
beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (c) default
in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument
or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default
or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on
behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to
its stated maturity or (in the case of any such Indebtedness constituting a Guarantee Obligation) to become payable; provided,
that a default, event or condition described in clause (a), (b) or (c) of this paragraph (xvi) shall not at any time constitute
a Mandatory Liquidation Event unless, at such time, one or more defaults, events or conditions of the type described in clauses
(a), (b) and (c) of this paragraph (xvi) shall have occurred and be continuing with respect to Indebtedness the outstanding Dollar
Equivalent principal amount of which exceeds in the aggregate $100,000,000; provided, further, that the immediately
preceding proviso shall be deemed inapplicable at any time that any Purchased Loan shall constitute a Defaulted Loan or shall have
constituted a Delinquent Loan for a period of more than three (3) successive Business Days.



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SECTION 8.02Mandatory
CP Wind-Down Events. Upon the occurrence of any of the following events (each a “Mandatory CP Wind-Down Event”),
the remedies of Section 8.03(b) hereof shall apply:


(a)       Guarantor’s
Adjusted Net Debt/Consolidated Adjusted Capitalization Ratio. The ratio of the Guarantor’s consolidated Adjusted Net
Debt to consolidated Adjusted Capitalization (each as calculated at the end of each fiscal quarter of the Guarantor) is greater
than 0.585:1.0; or


(b)       Guarantor’s
EBITDA. The Guarantor’s consolidated Adjusted EBITDA (as calculated on a rolling four quarter basis) is less than $400,000,000.


SECTION 8.03Remedies.


(a)       At
any time during the continuance of any Mandatory Liquidation Event and so long as such Mandatory Liquidation Event shall continue
unremedied, the Administrative Agent, by written notice to BAFC, the Series 2000-1 Rating Agencies, and the Depositary (with a
copy to each Placement Agent and the Collateral Agent), (i) shall instruct the Depositary not to issue or deliver any additional
Commercial Paper, and (ii) may, with the consent of the Majority Liquidity Banks, and shall, at the written request of the Majority
Liquidity Banks, (A) declare the principal of and accrued interest in respect of the Liquidity Loan Notes to be, whereupon the
same shall become, forthwith due and payable without presentment, demand, protest or further notice of any kind, all of which are
hereby expressly waived by BAFC, anything contained herein or in the Liquidity Loan Notes to the contrary notwithstanding, and/or
(B) subject to the immediately following sentence declare the Aggregate Liquidity Commitment terminated, whereupon the Aggregate
Liquidity Commitment and the obligation of the Liquidity Banks to make the Liquidity Loans hereunder shall terminate immediately
and any accrued fees or premiums shall forthwith become due and payable without any further notice of any kind and/or (C) instruct
BAFC to, and in such event BAFC shall, instruct the Trustee to declare the principal of and accrued interest in respect of the
Purchased Loans to be due and payable (provided that, for the avoidance of doubt, BAFC acknowledges and agrees that if it fails
to give such instructions, the Administrative Agent may do so on its behalf). Notwithstanding the previous sentence, upon the occurrence
of a Mandatory Liquidation Event described in subsection 8.01(iv) with respect to BAFC, the Guarantor or the Company or
in subsection 8.01(xii)(b), the Aggregate Liquidity Commitment shall terminate automatically, and all amounts payable to
the Liquidity Banks and the Administrative Agent hereunder and under the Liquidity Loan Notes, whether for principal, interest,
fees, expenses or otherwise, shall automatically become forthwith due and payable without presentment, demand, protest or any notice
of any kind, all of which are hereby expressly waived. Anything herein to the contrary notwithstanding, no declaration or termination
of the Aggregate Liquidity Commitment pursuant to the foregoing provisions of this Article VIII shall affect the obligation of
the Liquidity Banks to make Liquidity Loans with respect to Commercial Paper issued, authenticated and delivered by the Depositary
prior to receipt of instructions from the Administrative Agent to cease issuing Commercial Paper as provided in subsection 2.01(a)
hereof; provided the conditions set forth in subsection 3.01(c) and Section 6.03 hereof are satisfied at the
time of the making of any such Liquidity Loan.



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(b)       At
any time during the continuance of a Mandatory CP Wind-Down Event and so long as such Mandatory CP Wind-Down Event shall continue
unremedied, (i) the Administrative Agent shall, by written notice to BAFC, the Series 2000-1 Rating Agencies, and the Depositary
(with a copy to each Placement Agent and the Collateral Agent), instruct the Depositary not to issue or deliver any additional
Commercial Paper and (ii) subject to the terms and conditions herein (and provided that a Mandatory Liquidation Event shall not
have occurred which has not been waived by the Majority Liquidity Banks), the Liquidity Banks shall make Liquidity Loans to BAFC
on a revolving basis pursuant to subsections 3.01(a)(i) and 3.01(a)(v) hereof.


ARTICLE IX



REPRESENTATIONS AND WARRANTIES


In order to induce
the Liquidity Banks to enter into this Agreement and to provide the credit facility provided for herein, BAFC makes the following
representations and warranties to the Liquidity Banks:


SECTION 9.01Corporate
Existence. BAFC is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware,
has full corporate power and authority to own its assets and to transact the business in which it is now engaged and is duly qualified
as a foreign corporation and in good standing under the laws of each jurisdiction in which its business or activities requires
such qualification, except where the failure to be so duly qualified could not reasonably be expected to have a Material Adverse
Effect. BAFC has no subsidiaries.


SECTION 9.02Corporate
Power; Authorization; Enforceable Obligation. BAFC has the corporate power, authority and legal right to execute, deliver and
perform the Transaction Documents to which it is a party and to borrow hereunder and has taken all necessary corporate action to
authorize the borrowings on the terms and conditions hereof and the execution, delivery and performance of the Transaction Documents
to which it is a party. No consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration,
filing or declaration with, any Governmental Authority is required for the execution, delivery and performance by BAFC of the Transaction
Documents to which it is a party which has not been obtained, made, given or accomplished. This Agreement and 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).



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SECTION 9.03No
Legal Bar. The execution, delivery and performance of this Agreement and the other Transaction Documents to which BAFC is a
party, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any Contractual
Obligation of BAFC and will not result in, or require, the creation or imposition of any Lien (other than any Permitted Lien) on
any of BAFC’s properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation. No Requirement
of Law or Contractual Obligation applicable to BAFC could reasonably be expected to have a Material Adverse Effect.


SECTION 9.04No
Material Litigation. No litigation, investigation or administrative proceeding of or before any 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 could reasonably be expected to have a Material Adverse Effect.


SECTION 9.05Security
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 except 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.



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SECTION 9.06Commercial
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 9.07Securities
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 9.08Accuracy
of Information; Beneficial Ownership Certification. 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. As of the Amendment Effective
Date, the information included in the Beneficial Ownership Certification of BAFC is true, complete and correct.


SECTION 9.09Taxes
and ERISA Liability. BAFC has filed or caused to be filed all federal, state and other material tax returns that are required
to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of
its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other
than any taxes, fees or other charges the amount or validity of which are currently being contested in good faith by appropriate
proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of BAFC). No tax Lien (other
than any Permitted Lien) has been filed, and, to the knowledge of BAFC, no claim is being asserted, with respect to any such tax,
fee or other charge. BAFC has no ERISA plan liability and is not subject to the requirements of ERISA.


SECTION 9.10Federal
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 applicable margin regulations of the Federal
Reserve 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 with the requirements of FR Form G-3 or FR Form U-1, as applicable,
referred to in Regulation U.



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SECTION 9.11No
Change. Since December 31, 2020, there has been no development or event that has had or could reasonably be expected to have
a Material Adverse Effect.


SECTION 9.12 Solvency.
BAFC is, and after giving effect to the incurrence of all Indebtedness and obligations being incurred in connection herewith will
be and will continue to be, Solvent.


SECTION 9.13Sanctions.


(a)       BAFC
is, to the extent applicable, in compliance with Sanctions and with the Foreign Corrupt Practices Act of 1977, as amended, and
the rules and regulations thereunder (the “FCPA”) and any other applicable anti-corruption law, in all material
respects.


 


(b)       BAFC
is not, and no director or senior officer of BAFC is, any of the following:


 


(i)       a
Restricted Person;


 


(ii)       a
Person owned fifty percent (50%) or more or controlled by, or acting on behalf of, any Restricted Person or Restricted Persons;
or


 


(iii)       a
Person that commits, threatens or conspires to commit or support “terrorism” as defined in the Executive Order.


 


The foregoing representations
in this 9.13 will not apply to any party hereto to which Council Regulation (EC) 2271/96 (the “Blocking Regulation”)
applies, if and to the extent that such representations are or would be unenforceable by or in respect of that party pursuant to,
or would otherwise result in a breach and/or violation of, (i) any provision of the Blocking Regulation (or any law or regulation
implementing the Blocking Regulation in any member state of the European Union) or (ii) any similar blocking or anti-boycott law
in the United Kingdom


 


SECTION 9.14Financial
Institutions. Neither BAFC nor the Guarantor is an EEA Financial Institution or a UK Financial Institution.



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ARTICLE X



THE ADMINISTRATIVE AGENT AND THE LIQUIDITY BANKS


SECTION 10.01Appointment
of the Administrative Agent. Each Liquidity Bank hereby irrevocably appoints JPMorgan Chase Bank, N.A. as its Administrative
Agent hereunder, under the Guaranty, under the Letter of Credit Reimbursement Agreement, under the Letter of Credit and under the
Security Agreement and hereby authorizes the Administrative Agent to take such action on its behalf to execute, deliver and perform
such documents on its behalf, and to exercise such rights, remedies, powers and privileges hereunder or thereunder as are specifically
authorized to be exercised by the Administrative Agent by the terms hereof or thereof, together with such rights, remedies, powers
and privileges as are reasonably incidental thereto. The Administrative Agent may execute any of its duties hereunder and under
the Security Agreement by or through agents or employees, and the Administrative Agent shall not be responsible for the negligence
or misconduct of any such agents or employees selected by it with reasonable care. The relationship between the Administrative
Agent and each Liquidity Bank is that of agent and principal only, and nothing herein shall be deemed to constitute or appoint
the Administrative Agent a trustee or fiduciary for any Liquidity Bank or impose on the Administrative Agent any obligations other
than those for which express provision is made herein, under the Guaranty, under the Letter of Credit Reimbursement Agreement,
under the Letter of Credit or in the Security Agreement. Upon receipt, the Administrative Agent will forward to each Liquidity
Bank (a) an executed copy of the Transaction Documents, (b) a copy of each Monthly Settlement Statement and Daily Report, and (c)
a copy of each financial statement, accountant’s certification and officer’s certificate specified in Section 7.01
hereof and in Section 8.1 of the Guaranty.


The Administrative
Agent shall not have any duty to exercise any right, power, remedy or privilege granted to it hereby or thereby, or to take any
affirmative action or exercise any discretion hereunder or thereunder, including, without limitation, the right of the Administrative
Agent to instruct the Depositary not to issue or deliver Commercial Paper under the provisions of subsection 2.01(a) hereof
and the Depositary Agreement, unless directed to do so by all the Liquidity Banks or the Majority Liquidity Banks, as applicable
(and shall be fully protected in acting or refraining from acting pursuant to such directions which shall be binding upon the Liquidity
Banks), shall not, without the prior approval of all the Liquidity Banks consent to any reduction of the Letter of Credit Commitment
pursuant to Section 2.01(d)(i) of the Letter of Credit Reimbursement Agreement, and shall not, without the prior approval
of all the Liquidity Banks or the Majority Liquidity Banks, as applicable, consent to any material departure by BAFC or the Depositary
from the terms hereof or thereof, waive any default on the part of any such party under any such agreement or instrument or amend,
modify, supplement or terminate, or agree to any surrender of, any such agreement or instrument; provided, that the foregoing
limitation on the authority of the Administrative Agent is for the benefit of the Liquidity Banks and shall not impose any obligation
on BAFC to investigate or inquire into the authority of the Administrative Agent in any circumstances, and BAFC shall be fully
protected in carrying out any request, direction or instruction made or given to BAFC by the Administrative Agent in the exercise
of any right, power, remedy or privilege granted to the Administrative Agent hereby or by the terms of any other Transaction Document,
receiving or acting upon any consent or waiver granted to BAFC hereunder or thereunder by the Administrative Agent, or entering
into any amendment or modification of, or supplement to, this Agreement or any other Transaction Document, and BAFC shall not be
subject to the claims of any Liquidity Bank by reason of the lack of authority of the Administrative Agent to take any such action
nor shall the lack of authority on the part of the Administrative Agent in any circumstance give rise to any claim on the part
of BAFC against any Liquidity Bank; and provided, further, that the Administrative Agent shall not be required to
take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement, or applicable
law.



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Neither the Administrative
Agent nor any Liquidity Bank, nor any of its or their respective directors, officers, agents or employees, shall be liable to any
person or entity, including without limitation, the Administrative Agent, any Liquidity Bank, or any Program Party, as the case
may be, for any action taken or omitted to be taken by it or them hereunder, under any other Transaction Document, or in connection
herewith or therewith,(x) with the consent of or at the request of the Majority Liquidity Banks (or such other number or percentage
of the Liquidity Banks as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under
the circumstances as provided in the Transaction Documents) or (y) in the absence of its own gross negligence or willful misconduct
(such absence to be presumed unless otherwise determined by a court of competent jurisdiction by a final and non-appealable judgment);
nor shall the Administrative Agent or any Liquidity Bank be responsible to the Administrative Agent or any other Liquidity Bank,
as the case may be, for the validity, effectiveness, value, sufficiency or enforceability against any Program Party, of any Transaction
Document or other document furnished pursuant hereto or thereto or in connection herewith or therewith. The Administrative Agent
shall not be liable under this Agreement to BAFC or the Guarantor or their respective directors, officers, agents, employees or
members, or any Secured Party or its directors, officers, agents, employees or stockholders for indirect, special, punitive, incidental
or consequential loss or damage of any kind whatsoever, including, without limitation, lost profits. Without limitation of the
generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for BAFC), independent
public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good
faith by it in accordance with or in reliance upon the advice of such counsel, accountants or experts; (ii) makes no warranty or
representation to any Liquidity Bank and shall not be responsible to any Liquidity Bank for any statements, warranties or representations
made in or in connection with this Agreement, any other Transaction Document or any other document furnished pursuant hereto or
thereto or in connection herewith or therewith; (iii) shall not have any duty to ascertain or to inquire as to the performance
or observance of any of the terms, covenants or conditions of this Agreement, any other Transaction Document or any other document
furnished pursuant hereto or thereto or in connection herewith or therewith, on the part of any party hereto or thereto or to inspect
the property (including the books and records) of BAFC, the Guarantor or any other Program Party; (iv) shall not be responsible
to any Liquidity Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement,
any other Transaction Document (including, for the avoidance of doubt, in connection with the Administrative Agent’s reliance
on any Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an
actual, executed signature page) or any other instrument or document furnished pursuant hereto or thereto; (v) shall incur no liability
under or in respect of this Agreement, any other Transaction Document or any other document furnished pursuant hereto or thereto
or in connection herewith or therewith, by acting upon or relying upon any notice, consent, certificate or other instrument or
writing or telephonic instruction, or notices to the extent authorized herein or therein believed by it to be genuine and sent
by the proper party or parties; and (vi) may deem and treat the payee of any Liquidity Loan Note as the owner thereof for all purposes
hereof unless and until a notice of the assignment or transfer thereof satisfactory to the Administrative Agent signed by such
payee shall have been filed with the Administrative Agent.



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Each Liquidity Bank
hereby represents that it has, independently and without reliance on the Administrative Agent or any other Liquidity Bank, and
based on such documents and information as it has deemed appropriate, made its own appraisal of the financial risks and other risks
involved in the transactions contemplated hereunder and under the Transaction Documents and of the financial condition and affairs
of BAFC, the Guarantor and the other Program Parties, and the adequacy of the security granted to the Liquidity Banks under the
Security Agreement and its own decision to enter into this Agreement and the Security Agreement and the transactions contemplated
hereby and thereby and agrees that it will, independently and without reliance upon the Administrative Agent or any other Liquidity
Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own appraisals
and decisions in taking or not taking action under this Agreement or the Security Agreement. The Administrative Agent shall not
be required to keep itself informed as to the performance or observance by BAFC, the Guarantor or any other Program Party of this
Agreement, the other Transaction Documents or any other document referred to or provided for herein or therein or to make inquiry
of, or to inspect the properties or books of BAFC, the Guarantor or other Program Parties. Except for notices, reports and other
documents and information expressly required to be furnished to the Liquidity Banks by the Administrative Agent hereunder, the
Administrative Agent shall not have any duty or responsibility to provide any Liquidity Bank with any credit or other information
concerning BAFC, the Guarantor or other Program Parties which may come into the possession of the Administrative Agent.


The Administrative
Agent shall not be deemed to have knowledge or notice of the occurrence of a Series 2000-1 Early Amortization Event, Potential
Series 2000-1 Early Amortization Event, Mandatory CP Wind-Down Event or Mandatory Liquidation Event unless the Administrative Agent
has received written notice from a Liquidity Bank, the Servicer, the Company, the Guarantor or BAFC referring to this Agreement,
describing such Series 2000-1 Early Amortization Event, Potential Series 2000-1 Early Amortization Event, Mandatory CP Wind-Down
Event or Mandatory Liquidation Event and stating that such notice is a “Notice of Series 2000-1 Early Amortization Event,”
“Notice of Potential Series 2000-1 Early Amortization Event,” “Notice of Mandatory CP Wind-Down Event”
or “Notice of Mandatory Liquidation Event,” as the case may be. In the event that the Administrative Agent receives
such a notice of the occurrence of a Series 2000-1 Early Amortization Event, Mandatory CP Wind-Down Event, Potential Series 2000-1
Early Amortization Event or Mandatory Liquidation Event, the Administrative Agent shall promptly give notice thereof to the Liquidity
Banks. The Administrative Agent shall take such action with respect to such Series 2000-1 Early Amortization Event, Potential Series
2000-1 Early Amortization Event or Mandatory Liquidation Event as shall be reasonably directed by the Majority Liquidity Banks;
provided that, if the Administrative Agent has not yet received such directions from the Majority Liquidity Banks after
using reasonable efforts to receive such directions, the Administrative Agent may (but shall not be obligated to) take such action
or refrain from taking such action, with respect to such Series 2000-1 Early Amortization Event, Potential Series 2000-1 Early
Amortization Event or Mandatory Liquidation Event as it shall deem advisable in the best interests of the Liquidity Banks.



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Each Liquidity Bank
hereby agrees, in the ratio that such Liquidity Bank’s Percentage of the Aggregate Liquidity Commitment hereunder bears to
the Aggregate Liquidity Commitment, to indemnify and hold harmless the Administrative Agent and its directors, officers, agents
and employees, from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments,
demands, damages, settlements, costs and expenses of any kind whatsoever (including, without limitation, fees and expenses of attorneys,
accountants and experts) incurred or suffered by the Administrative Agent in its capacity as Administrative Agent hereunder as
a result of any action taken or omitted to be taken by the Administrative Agent in such capacity or otherwise incurred or suffered
by, made upon, or assessed against the Administrative Agent in such capacity; provided, that no Liquidity Bank shall be
liable for any portion of any such losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands,
damages, settlements, costs or expenses determined, in the final and non-appealable judgment of a court of competent jurisdiction,
to be attributable to gross negligence or willful misconduct on the part of the Administrative Agent. Without limiting the generality
of the foregoing, each Liquidity Bank hereby agrees, in the ratio aforesaid, to reimburse the Administrative Agent promptly following
its demand for any out-of-pocket expenses (including, without limitation, attorneys’ fees and expenses) incurred by the Administrative
Agent or its directors, officers, agents and employees hereunder or under the Security Agreement, and not promptly reimbursed to
the Administrative Agent by BAFC. Each Liquidity Bank’s obligations under this paragraph shall survive the termination of
this Agreement and the discharge of BAFC’s obligations hereunder.


The Administrative
Agent shall be entitled to rely on any communication, instrument, paper or other document believed by it to be genuine and correct
and to have been signed or sent by the proper Person or Persons. With respect to its share of liability under this Agreement, JPMorgan
Chase or any successor agent, if a Liquidity Bank, shall have the same rights, power, remedies and privileges as any other Liquidity
Bank and may exercise the same as though it were not the administrative agent of the Liquidity Banks hereunder.


SECTION 10.02Resignation
of the Administrative Agent. The Administrative Agent may, at any time upon at least forty-five (45) days’ prior written
notice to BAFC, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary,
and the Administrative Agent will at the direction of the Majority Liquidity Banks, resign as Administrative Agent; provided,
however, that, in either case, the resignation of the Administrative Agent shall not be effective until the Majority Liquidity
Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder,
such replacement shall have accepted such appointment and the Letter of Credit Agent shall have delivered to the successor Administrative
Agent, in exchange for the outstanding Letter of Credit held by the predecessor Administrative Agent, a substitute Letter of Credit
in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit.
In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace
the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority
Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation
notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding the resignation of the Administrative Agent
hereunder, the provisions of Section 10.01 hereof shall continue to inure to the benefit of the Administrative Agent in
respect of any action taken or omitted to be taken by the Administrative Agent in its capacity as such while it was such under
this Agreement.



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SECTION 10.03Obligations
Several. The obligations of the Liquidity Banks hereunder are several, and neither the Administrative Agent nor any Liquidity
Bank shall be responsible for the obligation of any other Liquidity Bank hereunder, nor will the failure of any Liquidity Bank
to perform any of its obligations hereunder relieve the Administrative Agent or any other Liquidity Bank from the performance of
its obligations hereunder. Nothing contained in this Agreement, and no actions taken by the Liquidity Banks or the Administrative
Agent pursuant hereto or in connection with the Liquidity Commitment shall be deemed to constitute the Liquidity Banks, together
or with the Administrative Agent, a partnership, association, joint venture or other entity.


SECTION 10.04Multiple
Capacities. JPMorgan Chase is serving in the following capacities for the benefit of BAFC: Administrative Agent and a Liquidity
Bank. The Liquidity Banks agree that with respect to the obligations of the Liquidity Banks to lend under the Liquidity Agreement,
the Liquidity Loans made by the Liquidity Banks and the Liquidity Loan Notes issued to such Liquidity Banks, and with respect to
the obligations of JPMorgan Chase as Administrative Agent, JPMorgan Chase shall have the same rights and powers under any Transaction
Document as any other Program Party, and may exercise the same as though it were not performing such duties specified herein and
therein; and the terms “Liquidity Banks,” “Majority Liquidity Banks,” “holders of Liquidity Loans
Notes,” or any similar terms shall, unless the context clearly otherwise indicates, include JPMorgan Chase in its individual
capacity. JPMorgan Chase may accept deposits from, lend money to, and generally engage in any kind of banking, trust or other business
with any Program Party or any of their Affiliates as if it were not performing the duties specified herein, and may accept fees
and other consideration from any Program Party or any of their Affiliates for services in connection with any Transaction Document
and otherwise without having to account for the same to any other Program Party. The Liquidity Banks expressly waive any conflict
of interest or any similar claims against JPMorgan Chase arising solely out of such multiple roles of JPMorgan Chase. JPMorgan
Chase, as a Liquidity Bank and the Administrative Agent, shall have the same rights, powers, remedies and privileges as any Program
Party and may exercise the same as though it were not acting in multiple capacities in connection with the Transaction Documents.


SECTION 10.05Agent
Communications. The Administrative Agent shall provide to each Liquidity Bank a copy of each material report, certificate,
statement or other communication required to be delivered to it under the Transaction Documents and which has not been delivered
to the Liquidity Banks; provided, that posting by the Administrative Agent to Intralinks or to a similar electronic distribution
location shall satisfy the requirements of this Section.



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SECTION 10.06Documentation
Agents, Lead Arranger and Bookrunner. Neither the Documentation Agents, the Lead Arranger nor the Bookrunner shall have any
duties or responsibilities hereunder in its capacity as such. Neither the Documentation Agents, the Lead Arrangers nor the Bookrunners
shall have or be deemed to have any fiduciary relationship with any Liquidity Bank.


SECTION 10.07Certain
ERISA Matters. (a) Each Liquidity Bank (x) represents and warrants, as of the date such Person became a Liquidity Bank party
hereto, to, and (y) covenants, from the date such Person became a Liquidity Bank party hereto to the date such Person ceases being
a Liquidity Bank party hereto, for the benefit of, the Administrative Agent and its respective Affiliates, and not, for the avoidance
of doubt, to or for the benefit of BAFC or the Guarantor, that at least one of the following is and will be true:


(i) such Liquidity
Bank is not using “plan assets” (within the meaning of the Plan Asset Regulations) of one or more Benefit Plans in
connection with the Liquidity Loans or the Liquidity Commitments;


 


(ii) the transaction
exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent
qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general
accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38
(a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain
transactions determined by in-house asset managers), is applicable with respect to such Liquidity Bank’s entrance into, participation
in, administration of and performance of the Liquidity Loans, the Liquidity Commitments and this Agreement, and the conditions
for exemptive relief thereunder are and will continue to be satisfied in connection therewith;


 


(iii) (A) such
Liquidity Bank is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part
VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Liquidity Bank to
enter into, participate in, administer and perform the Liquidity Loans, the Liquidity Commitments and this Agreement, (C) the entrance
into, participation in, administration of and performance of the Liquidity Loans, the Liquidity Commitments and this Agreement
satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Liquidity
Bank, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Liquidity Bank’s entrance
into, participation in, administration of and performance of the Liquidity Loans, the Liquidity Commitments and this Agreement;
or



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(iv) such other
representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and
such Liquidity Bank.


 


(b) In addition, unless either
(1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Liquidity Bank or (2) a Liquidity Bank has
provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a),
such Liquidity Bank further (x) represents and warrants, as of the date such Person became a Liquidity Bank party hereto, to, and
(y) covenants, from the date such Person became a Liquidity Bank party hereto to the date such Person ceases being a Liquidity
Bank party hereto, for the benefit of, the Administrative Agent and each other Lead Arranger and their respective Affiliates, and
not, for the avoidance of doubt, to or for the benefit of BAFC or the Guarantor, that none of the Administrative Agent, or any
Lead Arranger or any of their respective Affiliates is a fiduciary with respect to the assets of such Liquidity Bank involved in
the Liquidity Loans, the Liquidity Commitments and this Agreement (including in connection with the reservation or exercise of
any rights by the Administrative Agent under this Agreement, any Commercial Paper Program Document or any documents related to
hereto or thereto).


 


(c) The Administrative Agent,
and each Lead Arranger hereby informs the Liquidity Banks that each such Person is not undertaking to provide investment advice
or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a
financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest
or other payments with respect to the Liquidity Loans, the Liquidity Commitments, this Agreement and any other Commercial Paper
Program Documents, (ii) may recognize a gain if it extended the Liquidity Loans or the Liquidity Commitments for an amount less
than the amount being paid for an interest in the Liquidity Loans or the Liquidity Commitments by such Liquidity Bank or (iii)
may receive fees or other payments in connection with the transactions contemplated hereby, the Commercial Paper Program Documents
or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking
fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees,
fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance
fees, breakage or other early termination fees or fees similar to the foregoing.



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SECTION 10.08Erroneous
Payments.


(a)       Each
Liquidity Bank hereby agrees that (x) if the Administrative Agent notifies such Liquidity Bank that the Administrative Agent has
determined in its sole discretion that any funds received by such Liquidity Bank from the Administrative Agent or any of its Affiliates
(whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”)
were erroneously transmitted to such Liquidity Bank (whether or not known to such Liquidity Bank), and demands the return of such
Payment (or a portion thereof), such Liquidity Bank shall promptly, but in no event later than one Business Day thereafter, return
to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day
funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was
received by such Liquidity Bank to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate
and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time
to time in effect, and (y) to the extent permitted by applicable law, such Liquidity Bank shall not assert, and hereby waives,
as to the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand,
claim or counterclaim by the Administrative Agent for the return of any Payments received, including without limitation any defense
based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any Liquidity Bank
under this Section 10.08 shall be conclusive, absent manifest error.


(b)       Each
Liquidity Bank hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates (x) that
is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent
(or any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (y) that was not preceded or
accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment.
Each Liquidity Bank agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been
sent in error, such Liquidity Bank shall promptly notify the Administrative Agent of such occurrence and, upon demand from the
Administrative Agent, it shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent
the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest
thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Liquidity Bank
to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation from time to time in effect.


(c)       BAFC
and any Designated Obligor party to a Transaction Document hereby agrees that (x) in the event an erroneous Payment (or portion
thereof) are not recovered from any Liquidity Bank that has received such Payment (or portion thereof) for any reason, the Administrative
Agent shall be subrogated to all the rights of such Liquidity Bank with respect to such amount and (y) an erroneous Payment shall
not pay, prepay, repay, discharge or otherwise satisfy any Liquidity Bank Obligations owed by BAFC or any Designated Obligor party
to a Transaction Document.


 



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(d)       Each
party’s obligations under this Section 10.08 shall survive the resignation or replacement of the Administrative Agent or
any transfer of rights or obligations by, or the replacement of, a Liquidity Bank, the termination of the Liquidity Commitments
or the repayment, satisfaction or discharge of all Liquidity Bank Obligations under any Transaction Document.


ARTICLE XI



MISCELLANEOUS


SECTION 11.01Computations.
All computations of interest and fees hereunder and under each Liquidity Loan Note shall be made on the basis of the actual number
of days elapsed over a year of 360 (or with respect to the computation of interest on Prime Rate Liquidity Loans, 365 or 366, as
the case may be) days.


SECTION 11.02Exercise
of Rights.


No failure or delay
on the part of the Administrative Agent or any Liquidity Bank to exercise any right, power or privilege under this Agreement and
no course of dealing between BAFC and the Administrative Agent or any Liquidity Bank shall operate as a waiver thereof, nor shall
any single or partial exercise of any right, power or privilege under this Agreement preclude any other or further exercise thereof
or the exercise of any other right, power or privilege. The rights and remedies herein expressly provided are cumulative and except
to the extent limited under this Agreement not exclusive of any rights or remedies which the Administrative Agent or any Liquidity
Bank would otherwise have pursuant to law or equity. No notice to or demand on any party in any case shall entitle such party to
any other or further notice or demand in similar or other circumstances, or constitute a waiver of the right of the other party
to any other or further action in any circumstances without notice or demand.



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SECTION 11.03Amendment
and Waiver.


(a) Subject to Section
4.09, any provision of any Commercial Paper Program Document to which neither the Administrative Agent nor the Liquidity Banks
are parties, may be amended, waived, supplemented, restated, discharged or terminated (i) to cure any ambiguity, (ii) to correct
any defective provisions or (iii) to add any other provisions with respect to matters or questions arising thereunder, which provisions
shall not be inconsistent with any other provisions thereof, without the consent of the Administrative Agent or the Liquidity
Banks; provided such amendment, waiver, supplement or restatement, does not affect BAFC’s ability to perform its
obligations hereunder in any material adverse respect; and provided, further, that the Administrative Agent shall
have received prior notice thereof together with copies of any documentation related thereto. Any other amendment, waiver, supplement
or restatement of a provision of a Commercial Paper Program Document (including any exhibit thereto) shall require the written
consent of the Administrative Agent (acting at the direction of the Majority Liquidity Banks), the Letter of Credit Agent and
BAFC; provided that any such amendment relating to the extension of the L/C Expiration Date may be made with the prior
written consent of the Administrative Agent, but without the consent of the Liquidity Banks; provided further,
that no such amendment of (a) this Section 11.03, or (b) the definition of Majority Liquidity Banks may be made without
the prior written consent of the Administrative Agent acting at the direction of all the Liquidity Banks; provided further,
that no change relating to (v) permitting borrowings in a currency not otherwise permitted hereunder without the written consent
of each Liquidity Bank directly affected thereby, (w) any provision requiring the ratable funding of Liquidity Loans or the ratable
sharing of payments or setoffs or the pro rata treatment among the Liquidity Banks, (x) increasing the amount of the Aggregate
Liquidity Commitment or any Liquidity Bank’s Liquidity Commitment or decreasing the principal amount of any Liquidity Loan,
(y) reducing any fees or commissions with respect to, or reducing the interest rates of any Liquidity Loans, or (z) the extension
of the Liquidity Commitment Expiration Date, may be made without the prior written consent of all the Liquidity Banks adversely
affected by such change; provided further, that any provisions relating to release of the Assigned Collateral,
any change with respect to the amount of the Letter of Credit Commitment (other than as permitted by Section 2.01(e) of
the Letter of Credit Reimbursement Agreement) or forgiveness of debt, may only be amended, waived, supplemented or restated with
the written consent of BAFC and all the Secured Parties, with the exception of the Commercial Paper Holders; and provided further,
that the amount of any Liquidity Bank’s Liquidity Commitment shall not be changed without the consent of such affected Liquidity
Bank. Notwithstanding the preceding sentence of this Section 11.03, any provision of any Commercial Paper Program Document
which by its terms requires the written consent of all (or a specified Percentage of) the Liquidity Banks, shall not be amended,
waived, supplemented or restated without the prior written consent of all (or such specified Percentage of) such Liquidity Banks.



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(b)       Any
provision of any other Transaction Document (other than any Commercial Paper Program Document) may be amended, waived, supplemented,
restated, discharged or terminated with ten (10) Business Days’ prior written notice to the Administrative Agent, but without
the consent of the Administrative Agent or the Liquidity Banks; provided such amendment, waiver, supplement or restatement
does not (i) render the Series 2000-1 VFC Certificate subordinate in payment to any other Series under the Trust or otherwise adversely
discriminate against the Series 2000-1 VFC Certificate relative to any other Series under the Trust, (ii) reduce in any manner
the amount of, or delay the timing of, distributions which are required to be made on or in respect of the Series 2000-1 VFC Certificate,
(iii) change the definition of, the manner of calculating, or in any way the amount of, the interest of BAFC in the assets of the
Trust, (iv) change the definitions of “Eligible Loan”, “Eligible Obligor”, “Series 2000-1 Allocated
Loan Amount”, “Series 2000-1 Invested Amount” or “Series 2000-1 Target Loan Amount” or, to the extent
used in such definitions, other defined terms used in such definitions, (v) result in a Mandatory Liquidation Event, (vi) amend
Section 15 or 17 of the Guaranty, (vii) release the Guarantor, (viii) change any provision of the Guaranty (other
than as described in clause (vi) or (vii) above) which adversely affects the rights or interest of the Liquidity Banks under the
Guaranty in any material respect, (ix) change the ability of the Trustee to declare the Purchased Loans to be immediately due and
payable or the ability of the Administrative Agent or the Majority Liquidity Banks to directly or indirectly require the Trustee
to do so, (x) increase the Series 2000-1 Maximum Invested Amount, or (xi) effect any amendment that would cause or permit (A) the
Series 2000-1 Invested Amount to exceed the Series 2000-1 Maximum Invested Amount, (B) the Series 2000-1 Target Loan Amount to
exceed the Series 2000-1 Allocated Loan Amount or (C) the Credits Outstanding to exceed the Aggregate Available Liquidity Commitment.
Any amendment, waiver, supplement or restatement of a provision of a Transaction Document (including any exhibit thereto) of the
type described in (x) clauses (i), (ii), (iii), (iv), (v), (viii), (ix), (x) or (xi) in the proviso above shall require the written
consent of the Administrative Agent acting at the direction of the Majority Liquidity Banks, (y) clause (vi) above shall require
the written consent of the Administrative Agent acting at the direction of all the Liquidity Banks, and (z) clause (vii) above
shall require the written consent of all the Secured Parties, with the exception of the Commercial Paper Holders. Notwithstanding
the foregoing, the Administrative Agent shall not be bound by any amendment, waiver, supplement or restatement of the Transaction
Documents which affects the rights or duties of the Administrative Agent under any of the Transaction Documents unless the Administrative
Agent shall have given its prior written consent thereto. BAFC shall send written notice of any change to any Transaction Document
to each Series 2000-1 Rating Agency. The Servicer shall provide a copy of any change to the Transaction Documents or the form of
Loan Documents to the Administrative Agent. No change to any Transaction Document (other than the Loan Documents) will become effective
until (i) prior written notice is given to the Series 2000-1 Rating Agencies and (ii) if such amendment is material, the Rating
Agency Condition is satisfied with respect to the Commercial Paper issued by BAFC.



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(c)       Notwithstanding
Sections 11.03(a) and (b), the Liquidity Commitments and Percentages of any Defaulting Liquidity Bank that is not
a Performing Liquidity Bank shall be disregarded for all purposes of any determination of whether the Majority Liquidity Banks
have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Sections 11.03(a)
and (b)), provided that any waiver, amendment or modification requiring the consent of all Liquidity Banks or each
affected Liquidity Bank shall require the consent of such Defaulting Liquidity Bank.


SECTION 11.04Expenses
and Indemnification.


(a)       BAFC
shall pay all reasonable out-of-pocket costs and expenses of the Administrative Agent incurred in connection with the preparation,
execution, delivery, syndication, amendment, modification and waiver of, and of the Administrative Agent and each Liquidity Bank
in connection with the enforcement of and preservation of rights under, this Agreement, the other Transaction Documents and the
making and repayment of the Liquidity Loans, including the fees and out-of-pocket expenses of counsel to the Administrative Agent
and, if applicable, the Liquidity Banks; and shall reimburse the Administrative Agent for the reasonable fees and out-of-pocket
expenses of counsel and other third party providers of services to the Administrative Agent in connection with any amendments,
supplements or waivers to this Agreement.


(b)       BAFC
agrees to indemnify and hold harmless the Administrative Agent and each Liquidity Bank and each director, officer, employee, affiliate
or agent thereof (each, an “Indemnified Party”) from and against any and all claims, losses, liabilities (including
liabilities for penalties), actions, suits, judgments, demands, damages, costs and expenses (including, without limitation, reasonable
attorneys’ fees and expenses) whatsoever which such Indemnified Party may incur (or which may be claimed against such Indemnified
Party) by reason of or in connection with the Transaction Documents or any transactions contemplated thereby, except to the extent
that any such claims, losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, costs
or expenses are determined, in a final and non-appealable judgment of a court of competent jurisdiction, to result from the willful
misconduct or gross negligence of such Indemnified Party. The foregoing indemnity shall include any claims, losses, liabilities,
(including liabilities for penalties) actions, suits, judgments, demands, damages, costs or expenses to which the Administrative
Agent or the Liquidity Banks may become subject under the Securities Act, the Securities Exchange Act of 1934, as amended, or other
federal or state law or regulation arising out of or based upon any untrue statement or alleged untrue statement of a material
fact in any private placement memorandum, offering memorandum or other material provided to investors and prospective investors
in connection with offers and sales of the Commercial Paper or any amendments thereof or supplements thereto or arising out of,
or based upon, the omission or the alleged omission to state a material fact necessary to make the statements in such private placement
memorandum, offering memorandum or other material, or any amendment thereof or supplement thereto, in light of the circumstances
in which they were made, not misleading, provided, however, that BAFC will not be liable in any such case to the
extent that any such losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, costs
or expenses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact made therein in
conformity with written information furnished to BAFC by or on behalf of such Indemnified Party specifically for use in connection
with the preparation thereof. Payment of indemnification obligations by BAFC is to be made from available moneys in accordance
with and subject to Articles 5 and 6 of the Security Agreement. For the avoidance of doubt, no Indemnified Party shall be liable
for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications,
electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions
contemplated hereby or thereby, except to the extent that any such damages are determined in a final and non-appealable judgment
of a court of competent jurisdiction, to result from the willful misconduct or gross negligence of such Indemnified Party. Notwithstanding
the foregoing, and for the avoidance of doubt, this Section 11.04 shall not apply with respect to Taxes other than any Taxes
that represent losses, claims, damages, etc. arising from a non-Tax claim.



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(c)       To
the extent permitted by applicable law (i) BAFC and any Designated Obligor party to a Transaction Document shall not assert, and
BAFC and any Designated Obligor party to a Transaction Document hereby waives, any claim against the Administrative Agent, any
Lead Arranger, any Syndication Agent, any Co-Documentation Agent and any Liquidity Bank, and any Affiliates of any of the foregoing
Persons (each such Person being called a “Liquidity Bank-Related Person”) for any Liabilities arising from the
use by others of information or other materials (including, without limitation, any personal data) obtained through telecommunications,
electronic or other information transmission systems (including the Internet), and (ii) no party hereto shall assert, and each
such party hereby waives, any Liabilities against any other party hereto, on any theory of liability, for special, indirect, consequential
or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement,
any other Transaction Document, or any agreement or instrument contemplated hereby or thereby, the transactions, any Liquidity
Loan or the use of the proceeds thereof; provided that, nothing in this paragraph shall relieve BAFC and any Designated Obligor
party to a Transaction Document of any obligation it may have to indemnify each Liquidity Bank and the Administrative Agent and
their respective officers, directors, employees, Affiliates, agents and controlling persons, as provided in the preceding paragraph,
against any special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party.


 


(d)       All
obligations provided for in this Section 11.04 shall survive any termination of this Agreement.


SECTION 11.05Successors
and Assigns.


(a)       This
Agreement shall bind, and the benefits hereof shall inure to, BAFC, the Administrative Agent, the Liquidity Banks and their respective
successors and assigns; provided that (i) BAFC may not transfer or assign any or all of its rights and obligations hereunder
without the prior written consent of the Guarantor, the Administrative Agent and all of the Liquidity Banks and (ii) any attempted
assignment or transfer by BAFC without such consent shall be null and void; provided further, that no Liquidity
Bank shall assign any of its rights and obligations hereunder, including its rights under the Liquidity Loan Note, to any Person
unless (i) the prior written consent of the Administrative Agent and, prior to a Mandatory Liquidation Event, the Guarantor (which
shall not be unreasonably withheld and shall be deemed to have been given if the Guarantor has not responded to a proposed assignment
within ten (10) Business Days following its receipt of notice of such proposed assignment), shall have been obtained, unless such
assignment is made to an Affiliate of the Liquidity Bank or another Liquidity Bank in which case only the consent of the Administrative
Agent shall be required (such consent not to be unreasonably withheld) or to an Approved Fund; (ii) prior to the effective date
of such assignment, such Person executes and delivers to BAFC the Assignment and Assumption Agreement substantially in the form
of Exhibit B hereto (each an “Assignment and Assumption Agreement”) to the effect that such Person agrees to
be bound by the provisions of this Agreement (including the agreement set forth in Sections 11.12 and 11.17 hereof);
(iii) such Liquidity Bank assigns an amount equal to no less than $5,000,000 (or such Liquidity Bank’s entire Liquidity
Commitment if less than $5,000,000) to the assignee; (iv) BAFC obtains a letter from each Series 2000-1 Rating Agency then rating
the Commercial Paper to the effect that the assignment will not result in the downgrading or withdrawal of the rating assigned
to the Commercial Paper; and (v) such Person delivers to BAFC and the Administrative Agent the forms described in Sections
4.06(e) and (f) (x) on or prior to execution of any such assignment and (y) upon the occurrence of any event which
would require the amendment or resubmission of any such form previously provided hereunder; provided further that no Liquidity
Bank shall assign any of its rights and obligations hereunder, to BAFC or any of its Affiliates or a natural person. Notwithstanding
any such assignment, (i) the Depositary shall have no obligation to communicate with any such assignee when requesting a Liquidity
Loan hereunder but shall communicate any such request to the Administrative Agent as if such assignment had not been made and
(ii) all payments hereunder shall be made directly to the Administrative Agent as if no such assignment had occurred.



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(b)       Notwithstanding
the foregoing and subject to subsection 11.05(c) below, each Liquidity Bank may at any time grant participations in, or
otherwise transfer to, any other financial institution (a “Participant”) any Liquidity Loan or Liquidity Loans.
In connection with any such transfer, each such Liquidity Bank, at its sole discretion, shall be entitled to distribute to any
Participant or potential Participant any information furnished to such Liquidity Bank pursuant to this Agreement provided the requirements
of Section 11.18 hereof are met. Each Liquidity Bank hereby acknowledges and agrees that any such disposition will not alter
or affect such Liquidity Bank’s direct obligations to BAFC hereunder, and that BAFC shall have no obligation to have any
communication or relationship with any Participant in order to enforce such obligation of any such Liquidity Bank to BAFC hereunder.
Notwithstanding the foregoing sentence, it is understood and agreed that any Liquidity Bank may enter into a participation agreement
with a Participant that may provide that such Liquidity Bank will not agree to any amendment, supplement, modification or waiver
described in the second proviso to the second sentence of Section 11.03 or related to forgiveness of debt without the consent
of such Participant. Each Liquidity Bank shall promptly notify BAFC in writing of the identity and interest of each Participant
upon any such disposition. The provisions of Section 4.05, Section 4.06 and Section 11.12 hereof shall apply
to any direct or indirect Participant provided that no Participant shall be entitled to receive any greater amount pursuant to
any such Section than the transferor Liquidity Bank would have been entitled to receive in respect of the amount of the participation
transferred by such transferor Liquidity Bank to such Participant had no such transfer occurred, except to the extent such entitlement
to receive a greater payment results from a Change In Law made subsequent to the date hereof that occurs after the Participant
acquired the applicable participation, provided further that no Participant shall be entitled to the benefits of Section
4.06 unless such Participant complies with Sections 4.06 (including the requirements under Sections 4.06(e),
4.06(f) and 4.06(g) (it being understood that the documentation required under Sections 4.06(e), 4.06(f)
and 4.06(g) shall be delivered to the participating Liquidity Bank)) as if it were a Liquidity Bank. Each Liquidity Bank
that sells a participation shall, acting as a non-fiduciary agent on behalf of BAFC, maintain a register on which it enters the
name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the
Liquidity Loans or other obligations under this Agreement (the “Participant Register”); provided that
no Liquidity Bank shall have any obligation to disclose all or any portion of the Participant Register to any Person (including
the identity of any Participant or any information relating to a Participant’s interest in any Liquidity Commitments or Liquidity
Loans or its other obligations under any Transaction Document) except to the extent that such disclosure is necessary to establish
that such Liquidity Commitment or Liquidity Loan or other obligation is in registered form under Section 5f.103-1(c) of the United
States Treasury Regulations. The entries in the Participant Register shall be conclusive, in the absence of manifest error, and
such Liquidity Bank, the Administrative Agent and each party to this Agreement shall treat each person whose name is recorded in
the Participant Register pursuant to the terms hereof as the owner of such participation for all purposes of this Agreement, notwithstanding
notice to the contrary.



    	 	64 	 



     


    




(c)       With
respect to any assignment or participation pursuant to this Section 11.05, the Liquidity Banks shall not be permitted to
distribute any documents or other information to any potential assignee, Participant, or any Person with whom such Liquidity Bank
enters into a securitization, hedge transaction or otherwise in relation to any transaction in which payments are made by reference
to this Agreement or to any obligor under this Agreement (such Person, an “Other Person”), unless each such
assignee, Participant or Other Person shall first agree in writing that such documents and other information are accepted by it
in accordance with the provisions of Section 11.18 hereof.


(d)       Any
Liquidity Bank may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement, the
Liquidity Loans and Liquidity Loan Notes to secure obligations of such Liquidity Bank, including any pledge or assignment to secure
obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Liquidity Bank from
any of its obligations hereunder or substitute any such pledgee or assignee for such Liquidity Bank as a party hereto.


(e)       Notwithstanding
anything to the contrary contained herein, any Liquidity Bank (a “Granting Bank”) may grant to a special purpose
funding vehicle (a “SPC”), identified as such in writing from time to time by the Granting Bank to the Administrative
Agent and BAFC, the option to provide to BAFC or the Depositary in accordance with Section 3.01 all or any part of any Liquidity
Loan that such Granting Bank would otherwise be obligated to make to BAFC or the Depositary pursuant to this Agreement; provided
that (i) nothing herein shall constitute a commitment by any SPC to make any Liquidity Loan, (ii) if an SPC elects not to exercise
such option or otherwise fails to provide all or any part of such Liquidity Loan, the Granting Bank shall be obligated to make
such Liquidity Loan pursuant to the terms hereof. The making of a Liquidity Loan by an SPC hereunder shall utilize the Liquidity
Commitment of the Granting Bank to the same extent, and as if, such Liquidity Loan were made by such Granting Bank. Each party
hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability
for which shall remain with the Granting Bank). In furtherance of the foregoing, each party hereby agrees (which agreement shall
survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all
outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other Person in
instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws
of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 11.05,
any SPC may (i) with notice to, but without the prior written consent of, BAFC and the Administrative Agent and without paying
any processing fee therefore, assign all or a portion of its interest in any Liquidity Loan to the Granting Bank or to any financial
institutions (consented to by BAFC and the Administrative Agent) providing liquidity and/or credit support to or for the account
of such SPC to support the funding or maintenance of Liquidity Loans and (ii) disclose on a confidential basis any non-public information
relating to its Liquidity Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or
liquidity enhancement to such SPC. This Section may not be amended without the written consent of the SPC.



    	 	65 	 



     


    




(f)       The
Administrative Agent shall, on behalf of BAFC, maintain at its Notice Address a copy of each Assignment and Acceptance Agreement
delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Liquidity
Banks and the Liquidity Commitment of, and the principal amount (and stated interest) of the Liquidity Loans owing to, each Liquidity
Banks from time to time, which Register shall be made available to BAFC and any Liquidity Bank upon reasonable request. The entries
in the Register shall be conclusive, in the absence of manifest error, and BAFC, the Administrative Agent and the Liquidity Banks
shall treat each Person whose name is recorded in the Register as the owner of the Liquidity Loans and any Liquidity Notes evidencing
the Liquidity Loans recorded therein for all purposes of this Agreement. Any assignment of any Liquidity Loan, whether or not evidenced
by a Liquidity Note, shall be effective only upon appropriate entries with respect thereto being made in the Register (and each
Liquidity Note shall expressly so provide). Any assignment or transfer of all or part of a Liquidity Loan evidenced by a Liquidity
Note shall be registered on the Register only upon surrender for registration of assignment or transfer of the Liquidity Note evidencing
such Liquidity Loan, accompanied by a duly executed Assignment and Acceptance Agreement, and thereupon one or more new Liquidity
Notes shall be issued to the designated assignee.


SECTION 11.06Notices,
Requests, Demands. Except where telephonic instructions or notices are authorized herein to be given, all notices, demands,
instructions and other communications required or permitted to be given to or made upon any party hereto shall be in writing and
shall be personally delivered or sent by registered, certified or express mail (or other overnight courier service), postage prepaid,
return receipt requested, or by facsimile transmission, and shall be deemed to be given for purposes of this Agreement on the day
that such writing is delivered or sent to the intended recipient thereof in accordance with the provisions of this Section. Unless
otherwise specified in a notice sent or delivered in accordance with the foregoing provisions of this Section, notices, demands,
instructions and other communications in writing shall be given to or made upon the respective parties hereto at their respective
Notice Addressees (or to their respective facsimile transmission numbers), and, in the case of telephonic instructions or notices,
by calling the telephone number or numbers indicated for such party.


If to a Liquidity
Bank other than the Administrative Agent, notice shall be made in accordance with the information set forth with respect to each
Liquidity Bank on the signature page hereto.


SECTION 11.07Survival.
All representations and warranties contained in Article IX shall survive the execution and delivery of this Agreement and each
Liquidity Loan Note and shall continue only so long as and until such time as all indebtedness hereunder and under Commercial Paper
and the Liquidity Loan Notes shall have been paid in full and the Liquidity Banks no longer have any Liquidity Commitment hereunder.
The provisions of Sections 4.05, 4.06, 10.01, 11.04 and 11.12 hereof shall also survive termination
of this Agreement.


SECTION 11.08GOVERNING
LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND UNDER EACH LIQUIDITY LOAN NOTE
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



    	 	66 	 



     


    




SECTION 11.09Counterparts;
Electronic Signatures.


(a)       This
Agreement may be executed in any number of copies, and by the different parties hereto on the same or separate counterparts, each
of which shall be deemed to be an original instrument.


(b)       The
words “execution,” “signed,” “signature,” “delivery,” and words of like import
in or relating to this Agreement, any other Commercial Paper Program Document and/or any ancillary document shall be deemed to
include Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed
pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the
same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based
recordkeeping system, as the case may be; provided that nothing herein shall require the Administrative Agent to accept Electronic
Signatures in any form or format without its prior written consent and pursuant to procedures approved by it; provided,
further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic
Signature, the Administrative Agent and each of the Liquidity Banks shall be entitled to rely on such Electronic Signature purportedly
given by or on behalf of BAFC or any other party without further verification thereof and without any obligation to review the
appearance or form of any such Electronic signature and (ii) upon the request of the Administrative Agent or any Liquidity Bank,
any Electronic Signature shall be promptly followed by a manually executed counterpart.


SECTION 11.10Setoff.
In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the
occurrence of a Mandatory Liquidation Event, each Liquidity Bank is hereby authorized at any time or from time to time, without
notice to BAFC or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any
and all deposits (general or special) and any other indebtedness at any time held or owing by such Liquidity Bank to or for the
credit or the account of BAFC against and on account of the obligations and liabilities of BAFC to such Liquidity Bank under this
Agreement and the Liquidity Loan Notes, including, without limitation, all claims of any nature or description arising out of or
connected with this Agreement or the Liquidity Loan Notes, irrespective of whether or not such Liquidity Bank shall have made any
demand hereunder and although said obligations, liabilities or claims, or any of them, shall be contingent or unmatured; provided,
however, that the rights of the Administrative Agent and the Liquidity Banks to the Collateral Accounts shall be governed
by the Security Agreement.


If any Liquidity Bank,
whether by setoff or otherwise, has payment made to it upon its Liquidity Loans (other than payments received pursuant to Sections
4.03(c)(ii), 4.05, 4.06 or 11.04) in a greater proportion than that received by any other Liquidity Bank,
such Liquidity Bank agrees, promptly upon demand, to purchase a portion of the Liquidity Loans held by the other Liquidity Banks
so that after such purchase each Liquidity Bank will hold its ratable proportion of Liquidity Loans.



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SECTION 11.11Further
Assurances. BAFC agrees to do such further acts and things and to execute and deliver to the Administrative Agent such additional
assignments, agreements, powers and instruments, as the Administrative Agent may reasonably require or reasonably deem advisable
to carry into effect the purposes of this Agreement or to better assure and confirm unto the Administrative Agent its rights, powers
and remedies hereunder.


SECTION 11.12WAIVERS
OF JURY TRIAL. BAFC, THE ADMINISTRATIVE AGENT AND THE LIQUIDITY BANKS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


SECTION 11.13No
Bankruptcy Petition Against BAFC; Liability of BAFC.


(a)       Each
of the Administrative Agent, Liquidity Banks and the Participants hereby covenants and agrees that, prior to the date which is
one year and one day after the payment in full of all outstanding Commercial Paper, it will not institute against, or join with
or assist any other Person in instituting against, BAFC, any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any Applicable Insolvency Laws. This Section 11.13 shall survive the termination
of this Agreement.


(b)       Notwithstanding
any other provision hereof or of any other Transaction Documents, the sole remedy of the Administrative Agent, any Liquidity Bank
or any other Person in respect of any obligation, covenant, representation, warranty or agreement of BAFC under or related to this
Agreement or any other Transaction Document shall be against the assets of BAFC. Neither the Administrative Agent, nor any Liquidity
Bank nor any other Person shall have any claim against BAFC to the extent that such assets are insufficient to meet such obligations,
covenant, representation, warranty or agreement (the difference being referred to herein as a “shortfall”) and
all claims in respect of the shortfall shall be extinguished; provided, however, that the provisions of this Section
11.13 apply solely to the obligations of BAFC and shall not extinguish such shortfall for purposes of the obligations of the
Guarantor to any Person under the Guaranty.


SECTION 11.14No
Recourse Loan. The obligations of BAFC under this Agreement, the Liquidity Loan Notes, the Depositary Agreement, the Security
Agreement and all other Transaction Documents are solely the corporate obligations of BAFC. No recourse shall be had for the payment
of any amount owing in respect of Liquidity Loans or for the payment of any fee hereunder or any other obligation or claim arising
out of or based upon this Agreement, the Liquidity Loan Notes, the Depositary Agreement, the Security Agreement, or any other Transaction
Document against any member, employee, officer, director or incorporator of BAFC.


SECTION 11.15Knowledge
of BAFC. BAFC shall be entitled to assume that no Mandatory Liquidation Event shall have occurred and be continuing, unless
a Responsible Officer of BAFC has actual knowledge thereof or BAFC has received notice from any Person that such Person considers
that such a Mandatory Liquidation Event has occurred and is continuing.


SECTION 11.16Descriptive
Headings. The descriptive headings of the various sections of this Agreement are inserted for convenience of reference only
and shall not be deemed to affect the meaning or construction of any of the provisions hereof.



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SECTION 11.17Consent
to Jurisdiction and Service of Process. The parties irrevocably agree that any legal proceeding in respect of this Agreement
may be brought in the courts of the State of New York sitting in the Borough of Manhattan or the United States District Court of
the Southern District of New York sitting in the Borough of Manhattan (collectively, the “Specified Courts”).
The parties hereby irrevocably submit to the nonexclusive jurisdiction of the state and federal courts of the State of New York.
The parties hereby irrevocably waive, to the fullest extent permitted by law, any objection which they may now or hereafter have
to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any Specified
Court, and hereby further irrevocably waive any claim that any such suit, action or proceeding brought in any such court has been
brought in an inconvenient forum. The parties further irrevocably consent to the service of process out of any of the Specified
Courts in any such suit, action or proceeding by the mailing of copies thereof by certified mail, return receipt requested, postage
prepaid, to any party at its address as provided in this Agreement or as otherwise provided by applicable law. Nothing herein shall
affect the right of any party to commence proceedings or otherwise proceed against any other party in any jurisdiction or to serve
process in any other manner permitted by applicable law. The parties hereto agree that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable
law. BAFC hereby irrevocably and unconditionally waives, to the maximum extent not prohibited by law, any right it may have to
claim or recover in any legal action or proceeding referred to in this Section 11.17 any special, exemplary, punitive or
consequential damages.






This Section 11.17 shall survive
the termination of this Agreement.


SECTION 11.18Confidentiality.
Each Liquidity Bank and the Administrative Agent hereby agree that all knowledge of information, practices, books, correspondence
and records provided to it by BAFC is to be regarded as confidential information and agrees that (i) it shall retain in strict
confidence and shall use reasonable efforts to ensure that its representatives retain in strict confidence and will not disclose
without the prior written consent of BAFC any or all of such information, practices, books, correspondence and records furnished
to them and (ii) it will not, and will use its best efforts to ensure that its representatives will not, make any use whatsoever
(other than for the purposes contemplated by this Agreement and the other Transaction Documents) of any of such information, practices,
books, correspondence and records without the prior written consent of BAFC, unless such information is generally available to
the public or is required by law, regulation, court order, stock exchange or by any regulatory authority having jurisdiction over
it, to be disclosed or is disclosed to any credit insurance provider or any credit risk insurance broker relating to BAFC and its
obligations or to any direct, indirect, actual or prospective counterparty (and its advisor) to any swap, derivative or securitization
transaction related to the obligations under this Agreement. Notwithstanding the foregoing, each Liquidity Bank and the Administrative
Agent may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service
providers to the lending industry and service providers to the Liquidity Banks in connection with the administration of this Agreement,
the other Loan Documents, and the Liquidity Commitments; provided, that the Administrative Agent and the Liquidity Banks
shall have obtained such service providers’ written agreement to maintain the confidentiality of all non-public information
relating to this Agreement.



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SECTION 11.19Acknowledgments.
BAFC hereby acknowledges and agrees that:


(a) it has been advised
by counsel in the negotiation, execution and delivery of this Agreement and the other Commercial Paper Program Documents;


(b) neither the Administrative
Agent nor any Liquidity Bank has any fiduciary relationship with or duty to BAFC arising out of or in connection with this Agreement
or any of the other Commercial Paper Program Documents, and the relationship between Administrative Agent and Liquidity Banks,
on one hand, and BAFC, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and


(c) no joint venture
is created hereby or by the other Commercial Paper Program Documents or otherwise exists by virtue of the transactions contemplated
hereby among the Liquidity Banks or among BAFC and the Liquidity Banks.


SECTION 11.20Final
Agreement. THIS WRITTEN AGREEMENT AND THE LIQUIDITY LOAN NOTES REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT
BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.


SECTION 11.21U.S.A.
PATRIOT Act.  Each Liquidity Bank hereby notifies BAFC that pursuant to the requirements of the USA Patriot Act (Title
III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify
and record information that identifies BAFC, which information includes the name and address of BAFC and other information that
will allow such Liquidity Bank to identify BAFC in accordance with the Patriot Act.






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SECTION 11.22Acknowledgment
and Consent to Bail-In of Affected Financial Institution.  Notwithstanding anything to the contrary in any Commercial
Paper Program Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges
that any liability of any Liquidity Bank that is an Affected Financial Institution arising under any Commercial Paper Program Document,
to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution
Authority and agrees and consents to, and acknowledges and agrees to be bound by:


(a)       the
application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder
which may be payable to it by any party hereto that is an Affected Financial Institution; and 


(b)       the
effects of any Bail-In Action on any such liability, including, if applicable:


(i)       a
reduction in full or in part or cancellation of any such liability;


(ii)       a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution,
its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other
instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or
any other Commercial Paper Program Document; or


(iii)       the
variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any the applicable
Resolution Authority.


[signature page follows]


 


 


 


 


 


 


 


 


 


 


 


 






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IN WITNESS WHEREOF,
each of the parties hereto has caused a counterpart of this Fourteenth Amended and Restated Liquidity Agreement to be duly executed
and delivered as of the date first above written.


	 	 	
        BUNGE ASSET FUNDING CORP.

        By: /s/ Rajat Gupta

        Printed Name: Rajat Gupta

        Title: President



 


 


 


 


 


 


[Fourteenth A&R Liquidity Agreement]






    	 	 	 



     


    

 


 


	 	 	
        CITIBANK, N.A.,

        as Syndication Agent and Liquidity Bank

        By: /s/ Carolyn Kee

        Printed Name: Carolyn Kee

        Title: Vice President



 


 


 


 


  


 


 


[Fourteenth A&R Liquidity Agreement]






    	 	 	 



     


    

 



 


	 	 	
        JPMORGAN CHASE BANK, N.A.,

        as Administrative Agent and Liquidity Bank

        By: /s/ Gregory T. Martin

        Printed Name: Gregory T. Martin

        Title: Executive Director







 


 


 


 


 


[Fourteenth A&R Liquidity Agreement]






    	 	 	 



     


    

 



 


	
         

         
	 	 
	 	 	
        BNP PARIBAS,

        as Co-Documentation Agent and Liquidity Bank

         

        By: /s/ Christopher Sked

        Printed Name: Christopher Sked

        Title: Managing Director

         

        By: /s/ Karim Remtoula

        Printed Name: Karim Remtoula

        Title: Vice President



 


 


 


 


 


 


 


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        COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH,

        as Co-Documentation Agent and Liquidity Bank

         

        By: /s/ Lionel Autret

        Printed Name: Lionel Autret

        Title: Managing Director

         

        By: /s/ Matthew Sammut

        Printed Name: Matthew Sammut

        Title: Vice President



 


 


 


 


 


 


 


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        MIZUHO BANK, LTD.,

        as Co-Documentation Agent and Liquidity Bank

         

        By: /s/ Donna DeMagistris

        Printed Name: Donna DeMagistris

        Title: Executive Director



 


 


 


 


 


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        SUMITOMO MITSUI BANKING CORPORATION,

        as Co-Documentation Agent and Liquidity Bank

         

        By: /s/ Jun Ashley

        Printed Name: Jun Ashley

        Title: Director

         



	 	 	 



 


 


 


 


 


 


 


 


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        US BANK NATIONAL ASSOCIATION,

        as Co-Documentation Agent and Liquidity Bank

         

        By: /s/ Jeffrey D. Hernandez

        Printed Name: Jeffrey D. Hernandez

        Title: Vice President



	 	 	 



 


 


 


 


 


 


 


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        BANK OF AMERICA, N.A.,

        as Liquidity Bank

         

        By: /s/ Nicholas Cheng

        Printed Name: Nicholas Cheng

        Title: Director



 


 


 


 


 


 


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        THE BANK OF NOVA SCOTIA,

        as Liquidity Bank

         

        By: /s/ Kevin McCarthy

        Printed Name: Kevin McCarthy

        Title: Director



	 	 	 



 


 


 


 


 


 


 


 


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        BMO HARRIS BANK N.A.,

        as Liquidity Bank

         

        By: /s/ Joshua Hovermale

        Printed Name: Joshua Hovermale

        Title: Director



	 	 	 



 


 


 


 


 


 


 


 


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        CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

        as Liquidity Bank

         

        By: /s/ Jill Wong

        Printed Name: Jill Wong

        Title: Director

         

        By: /s/ Gordon Yip

        Printed Name: Gordon Yip

        Title: Director



	 	 	 



 


 


 


 


 


 


 


 


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        GOLDMAN SACHS BANK USA,

        as Liquidity Bank

         

        By: /s/ Rebecca Kratz

        Printed Name: Rebecca Kratz

        Title: Authorized Signatory



	 	 	 



 


 


 


 


 


 


 


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        HSBC BANK USA, NATIONAL ASSOCIATION,

        as Liquidity Bank

         

        By: /s/ Catherine Dong

        Printed Name: Catherine Dong

        Title: Vice President



	 	 	 



 


 


 


 


 


 


 


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        ING BANK N.V.,

        as Liquidity Bank

         

        By: /s/ M.E. Kuijpers

        Printed Name: M.E. Kuijpers

        Title: Director

         

        By: /s/ Mathijs Mol

        Printed Name: Mathijs Mol



	 	 	 



 


 


 


 


 


 


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        MUFG BANK, LTD.,

        as Liquidity Bank

         

        By: /s/ Christopher Facenda

        Printed Name: Christopher Facenda

        Title: Director

         

         



	 	 	 



 


 


 


 


[Fourteenth A&R Liquidity Agreement]






    	 	 	 



     


    

 



 


 


	 	 	
        PNC BANK, NATIONAL ASSOCIATION

        as Liquidity Bank

         

        By: /s/ Ana Gaytan

        Printed Name: Ana Gaytan

        Title: Vice President

         

         



	 	 	 



 


 


 


 


 


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        STANDARD CHARTERED BANK,

        as Liquidity Bank

         

        By: /s/ Kristopher Tracy

        Printed Name: Kristopher Tracy

        Title: Director, Financing Solutions

         

         



	 	 	 



 


 


 


 


[Fourteenth A&R Liquidity Agreement]






    	 	 	 



     


    

 



 


	 	 	
        WELLS FARGO BANK, NATIONAL ASSOCIATION

        as Liquidity Bank

         

        By: /s/ Peter Kiedrowski

        Printed Name: Peter Kiedrowski

        Title: Managing Director

         

         



 


 


 


 


 


[Fourteenth A&R Liquidity Agreement]






    	 	 	 



     


    

 



 


ANNEX Y


 


 


Liquidity Commitments                                                              Expiration
Date: July 16, 2026


 


	 
Banks
	 	Percentage of Aggregate Liquidity Commitment	 	Dollar
 Amount

	JPMorgan Chase Bank, N.A.	 	 	11.54	%	 	$	69,250,000	 
	Citibank, N.A.	 	 	6.67	%	 	$	40,000,000	 
	Bank of America, N.A.	 	 	6.67	%	 	$	40,000,000	 
	BNP Paribas	 	 	6.67	%	 	$	40,000,000	 
	ING Bank N.V.	 	 	6.67	%	 	$	40,000,000	 
	Mizuho Bank, Ltd.	 	 	6.67	%	 	$	40,000,000	 
	Sumitomo Mitsui Banking Corporation	 	 	6.67	%	 	$	40,000,000	 
	U.S. Bank National Association	 	 	6.67	%	 	$	40,000,000	 
	Wells Fargo Bank, National Association	 	 	6.67	%	 	$	40,000,000	 
	Coöperatieve Rabobank U.A., New York Branch	 	 	5	%	 	$	30,000,000	 
	MUFG Bank, Ltd.	 	 	5	%	 	$	30,000,000	 
	The Bank of Nova Scotia	 	 	5	%	 	$	30,000,000	 
	Credit Agricole Corporate and Investment Bank	 	 	4.17	%	 	$	25,000,000	 
	HSBC Bank USA, National
 Association	 	 	4.17	%	 	$	25,000,000	 
	Goldman Sachs Bank USA	 	 	3.58	%	 	$	21,500,000	 
	Standard Chartered Bank	 	 	3.33	%	 	$	20,000,000	 
	PNC Bank, National Association	 	 	2.83	%	 	$	17,000,000	 
	BMO Harris Bank, N.A.	 	 	2.04	%	 	$	12,250,000	 
	TOTAL	 	 	100.0	%	 	$	600,000,000	 



 


 


 


 






    	 	Y-1	 



     


    

 


 


EXHIBIT A to


Liquidity Agreement


BUNGE ASSET FUNDING CORP.


LIQUIDITY LOAN NOTE


$_______________                                                                                                New York, New York


[_____________], 2021


FOR VALUE RECEIVED,
BUNGE ASSET FUNDING CORP., a Delaware corporation (“BAFC”), hereby promises to pay to the order of ______________________________
(the “Liquidity Bank”), in lawful money of the United States of America in immediately available funds, at the
office of the Administrative Agent (as defined in the Liquidity Agreement referred to below) located at New York, New York, on
the Liquidity Commitment Expiration Date (as defined in the Liquidity Agreement referred to below) the principal sum of __________________________
or, if less, then the unpaid principal amount of all Liquidity Loans (as defined in the Liquidity Agreement) made by the Liquidity
Bank pursuant to the Liquidity Agreement.


BAFC promises also
to pay interest on the unpaid principal amount of each Liquidity Loan made by the Liquidity Bank in like money at said office from
the date hereof until paid at the rates and at the times provided in Section 3.03 of the Liquidity Agreement.


This Liquidity Loan
Note evidences indebtedness incurred under and is subject to the terms and provisions of and entitled to the benefits of a Fourteenth
Amended and Restated Liquidity Agreement, dated as of July 16, 2021 (as from time to time in effect, the “Liquidity Agreement”),
among BAFC, certain lenders (including the Liquidity Bank) and JPMorgan Chase Bank, N.A., as agent for such lenders (the “Administrative
Agent”). This Note is secured by the Fifth Amended and Restated Security Agreement dated as of November 17, 2014, as
from time to time in effect, among BAFC, the Administrative Agent, Coöperatieve Rabobank U.A., New York Branch, as Letter
of Credit Agent, the Servicer and The Bank of New York Mellon, as Collateral Agent.


As provided in the
Liquidity Agreement, this Note is subject to voluntary and mandatory prepayment, in whole or in part.


In case a Mandatory
Liquidation Event (as defined in the Liquidity Agreement) shall occur and be continuing, the principal of and accrued interest
on this Liquidity Loan Note may be declared to be due and payable in the manner and with the effect provided in the Liquidity Agreement.



    	 	A-1	 



     


    




Any assignment of
any Liquidity Loan or this Liquidity Loan Note shall be effective only upon appropriate entries with respect thereto being made
in the Register (as defined in the Liquidity Agreement).


BAFC hereby waives
presentment, demand, protest or notice of any kind in connection with this Note.


THIS NOTE SHALL
BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.





	 	BUNGE ASSET FUNDING
CORP.	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 



 








 


 


 


 


 


 






    	 	A-2	 



     


    

 


EXHIBIT B to


Liquidity Agreement


FORM OF ASSIGNMENT AND
ASSUMPTION


 


Reference is made
to the Fourteenth Amended and Restated Liquidity Agreement, dated as of July 16, 2021 (the “Liquidity Agreement”),
among Bunge Asset Funding Corp., JP Morgan Chase Bank, N.A. as Administrative Agent and the Liquidity Banks named therein. Terms
defined in the Liquidity Agreement are used herein with the same meaning.


The “Assignor”
and the “Assignee” referred to on Annex 1 agree as follows:


1.       The
Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, an interest
in and to the Assignor’s rights and obligations under the Liquidity Agreement as of the date hereof equal to the percentage
interest specified on Annex 1 of all outstanding rights and obligations under the Liquidity Agreement. After giving effect to such
sale and assignment, the Assignee’s Percentage of the Aggregate Liquidity Commitment and the amount of Liquidity Loans owing
to the Assignee will be as set forth on Annex 1.


2.       The
Assignor (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and
that such interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility
with respect to any statements, warranties or representations made in or in connection with the Transaction Documents or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of the Transaction Documents or any other instrument or document
furnished pursuant thereto; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial
condition of any Program Party or the performance or observance by any Program Party of any of its obligations under the Transaction
Documents or any other instrument or document furnished pursuant thereto; and (iv) attaches the Liquidity Loan Note or Notes held
by the Assignor and requests that the Administrative Agent exchange such Liquidity Loan Note or Notes for a new Liquidity Loan
Note or Notes payable to the order of the Assignee in an amount equal to the Percentage of the Aggregate Liquidity Commitment assumed
by the Assignee pursuant hereto or new Liquidity Loan Notes payable to the order of the Assignee in an amount equal to the Percentage
of the Aggregate Liquidity Commitment assumed by the Assignee pursuant hereto and to the order of the Assignor in an amount equal
to the Percentage of the Aggregate Liquidity Commitment retained by the Assignor under the Liquidity Agreement, respectively, as
specified on Annex 1.



    	 	B-1	 



     


    




3.       The
Assignee (i) confirms that it has received a copy of the Liquidity Agreement and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption; (ii) agrees that
it will, independently and without reliance upon the Administrative Agent, the Assignor or any other Liquidity Bank and based on
such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Liquidity Agreement; (iii) attaches the letters from each Series 2000-1 Rating Agency required by subsection
11.05(a)(iv) of the Liquidity Agreement; (iv) appoints and authorizes the Administrative Agent to take such action as agent
on its behalf and to exercise such powers and discretion under the Liquidity Agreement as are delegated to the Administrative Agent
by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (v) agrees that it will perform
in accordance with their terms all of the obligations that by the terms of the Liquidity Agreement are required to be performed
by it as a Liquidity Bank (including the obligations set forth at Sections 11.12 and 11.17 of the Liquidity Agreement);
and (vi) attaches any tax form required under Section 4.06(e) or (f) of the Liquidity Agreement.


4.       Following
the execution of this Assignment and Assumption, it will be delivered to the Administrative Agent and the Guarantor for acceptance.
The effective date for this Assignment and Assumption (the “Effective Date”) shall be the date of acceptance
hereof by the Administrative Agent and the Guarantor, unless otherwise specified on Annex 1.


5.       Upon
such acceptance by the Administrative Agent and the Guarantor, as of the Effective Date, (i) the Assignee shall be a party to the
Liquidity Agreement and, to the extent provided in this Assignment and Assumption, have the rights and obligations of a Liquidity
Bank thereunder and (ii) the Assignor shall, to the extent provided in this Assignment and Assumption, relinquish its rights and
be released from its obligations under the Liquidity Agreement.


6.       Upon
such acceptance by the Administrative Agent, from and after the Effective Date, the Administrative Agent shall make all payments
under the Liquidity Agreement and the Liquidity Loan Notes in respect of the interest assigned hereby (including, without limitation,
all payments of principal, interest and commitment fees with respect thereto) to the Assignee. The Assignor and Assignee shall
make all appropriate adjustments in payments under the Liquidity Agreement and the Liquidity Loan Notes for periods prior to the
Effective Date directly between themselves.


7.       This
Assignment and Assumption shall be governed by, and construed in accordance with, the laws of the State of New York.


8.       This
Assignment and Assumption may be executed in any number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of Annex 1 to this Assignment and Assumption by telecopier shall be effective as
delivery of a manually executed counterpart of this Assignment and Assumption.



    	 	B-2	 



     


    




IN WITNESS
WHEREOF, the Assignor and the Assignee have caused Annex 1 to this Assignment and Assumption to be executed by their officers thereunto
duly authorized as of the date specified thereon.


 


 


 


 


 






    	 	B-3	 



     


    

 


ANNEX 1

TO

ASSIGNMENT AND ASSUMPTION


 


 


 


Percentage of Aggregate Liquidity

Commitment assigned:                                                                 %


Assignee’s Percentage of the

Aggregate Liquidity Commitment

(in Dollars) and Principal Amount

of Liquidity Loan Note payable to

Assignee after giving effect to such

sale and assignment:                                         $                         


Principal Amount of Liquidity Loans

payable to Assignee after giving

effect to such sale and assignment:                    $                         


Assignor’s Percentage of the
Aggregate

Liquidity Commitment after giving

effect to such sale and assignment:                                               %


Assignor’s Percentage of the
Aggregate

Liquidity Commitment (in Dollars)

and Principal Amount of Liquidity

Loan Note payable to Assignor

after giving effect to such sale and

assignment:                                                       $                        


Principal Amount of Liquidity Loans

payable to Assignor after giving

effect to such sale and assignment:                    $                          









    	 	 	 



     


    

 


Effective Date (if other than date
of acceptance

by Administrative Agent):                                                           , 20_


[                                                          ],

as Assignor,


By_________________________________


Title________________________________


Dated ___________, 20_


 


 


 


 


 



    	 	 	 



     


    







[                                                          ],

as Assignee


By_________________________________


Title________________________________


Dated _____________, 20__





Accepted this ____ day of __________
20_


JPMORGAN CHASE BANK, N.A.,

as Administrative Agent


By________________________________


Title_______________________________


Dated _____________, 20_


BUNGE LIMITED,

as Guarantor


By_________________________________


Title________________________________


Dated ______________, 20__






    	 	 	 



     


    

 


EXHIBIT C-1 to


Liquidity Agreement


FORM OF U.S. TAX COMPLIANCE EXEMPTION CERTIFICATE


(For Non-U.S. Liquidity Banks That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


 


Reference is made to the
Fourteenth Amended and Restated Liquidity Agreement, dated as of July 16, 2021 (as amended, supplemented or otherwise modified
from time to time, the “Liquidity Agreement”) among BUNGE ASSET FUNDING CORP., a Delaware corporation (“BAFC”),
the several banks and other financial institutions from time to time parties thereto (the “Liquidity Banks”),
and JPMORGAN CHASE BANK, N.A., as agent for the Liquidity Banks (in such capacity, the “Administrative Agent”).


 


Pursuant to the provisions
of Section 4.06 of the Liquidity Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner
of the Liquidity Loan(s) (as well as any Liquidity Loan Note(s) evidencing such Liquidity Loan(s)) in respect of which it is providing
this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder
of BAFC within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to BAFC
as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
the Administrative Agent and BAFC with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E. By executing
this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall
promptly so inform BAFC and the Administrative Agent, and (2) the undersigned shall have at all times furnished BAFC and the Administrative
Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be
made to the undersigned, or in either of the two calendar years preceding such payments.


 


Unless otherwise defined
herein, terms defined in the Liquidity Agreement and used herein shall have the meanings given to them in the Liquidity Agreement.


 


 


 


	[NAME OF Liquidity Bank]	 
	By:	 	 
	 	Name:	  	 
	 	Title	  	 


 


Date: ________ __, 20_






    	 	C-1	 



     


    

 


EXHIBIT C-2 to


Liquidity Agreement


FORM OF U.S. TAX COMPLIANCE EXEMPTION CERTIFICATE


(For Foreign Participants That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is made to the
Fourteenth Amended and Restated Liquidity Agreement, dated as of July 16, 2021 (as amended, supplemented or otherwise modified
from time to time, the “Liquidity Agreement”) among BUNGE ASSET FUNDING CORP., a Delaware corporation (“BAFC”),
the several banks and other financial institutions from time to time parties thereto (the “Liquidity Banks”),
and JPMORGAN CHASE BANK, N.A., as agent for the Liquidity Banks (in such capacity, the “Administrative Agent”).


 


Pursuant to the provisions
of Section 4.06 of the Liquidity Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner
of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section
881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of BAFC within the meaning of Section 871(h)(3)(B) of the Code,
and (iv) it is not a controlled foreign corporation related to BAFC as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
its participating Liquidity Bank with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E. By executing
this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall
promptly so inform such Liquidity Bank in writing, and (2) the undersigned shall have at all times furnished such Liquidity Bank
with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to
the undersigned, or in either of the two calendar years preceding such payments.


 


Unless otherwise defined
herein, terms defined in the Liquidity Agreement and used herein shall have the meanings given to them in the Liquidity Agreement.


 


 


	[NAME OF PARTICIPANT]	 
	By:	 	 
	 	Name:	  	 
	 	Title	  	 


 


Date: ________ __, 20_


 



    	 	 	 



     


    




 


EXHIBIT C-3 to


Liquidity Agreement


FORM OF U.S. TAX COMPLIANCE EXEMPTION CERTIFICATE


(For Foreign Participants That Are Partnerships
For U.S. Federal Income Tax Purposes)


 


 


Reference is made to the
Fourteenth Amended and Restated Liquidity Agreement, dated as of July 16, 2021 (as amended, supplemented or otherwise modified
from time to time, the “Liquidity Agreement”) among BUNGE ASSET FUNDING CORP., a Delaware corporation (“BAFC”),
the several banks and other financial institutions from time to time parties thereto (the “Liquidity Banks”),
and JPMORGAN CHASE BANK, N.A., as agent for the Liquidity Banks (in such capacity, the “Administrative Agent”).


 


Pursuant to the provisions
of Section 4.06 of the Liquidity Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation
in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners
of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members
is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the
meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder
of BAFC within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled
foreign corporation related to BAFC as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
its participating Liquidity Bank with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members
that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by
an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio
interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate
changes, the undersigned shall promptly so inform such Liquidity Bank and (2) the undersigned shall have at all times furnished
such Liquidity Bank with a properly completed and currently effective certificate in either the calendar year in which each payment
is to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


Unless otherwise defined
herein, terms defined in the Liquidity Agreement and used herein shall have the meanings given to them in the Liquidity Agreement.


 


 


	[NAME OF PARTICIPANT]	 
	By:	 	 
	 	Name:	  	 
	 	Title	  	 


 


Date: ________ __, 20_



 





 


 






    	 	 	 



     


    

 


EXHIBIT C-4 to


Liquidity Agreement


FORM OF U.S. TAX COMPLIANCE EXEMPTION CERTIFICATE


(For Non-U.S. Liquidity Banks That Are Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is made to the
Fourteenth Amended and Restated Liquidity Agreement, dated as of July 16, 2021 (as amended, supplemented or otherwise modified
from time to time, the “Liquidity Agreement”) among BUNGE ASSET FUNDING CORP., a Delaware corporation (“BAFC”),
the several banks and other financial institutions from time to time parties thereto (the “Liquidity Banks”),
and JPMORGAN CHASE BANK, N.A., as agent for the Liquidity Banks (in such capacity, the “Administrative Agent”).


 


Pursuant to the provisions
of Section 4.06 of the Liquidity Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Liquidity
Loan(s) (as well as any Liquidity Loan Note(s) evidencing such Liquidity Loan(s)) in respect of which it is providing this certificate,
(ii) its direct or indirect partners/members are the sole beneficial owners of such Liquidity Loan(s) (as well as any Liquidity
Loan Note(s) evidencing such Liquidity Loan(s)), (iii) with respect to the extension of credit pursuant to this Liquidity Agreement
or any other Transaction Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending
credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section
881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of BAFC within the
meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation
related to BAFC as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
the Administrative Agent and BAFC with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members
that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by
an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio
interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate
changes, the undersigned shall promptly so inform BAFC and the Administrative Agent, and (2) the undersigned shall have at all
times furnished BAFC and the Administrative Agent with a properly completed and currently effective certificate in either the calendar
year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


Unless otherwise defined
herein, terms defined in the Liquidity Agreement and used herein shall have the meanings given to them in the Liquidity Agreement.


 


 


 


	[NAME OF Liquidity Bank]	 
	By:	 	 
	 	Name:	  	 
	 	Title	  	 


 


Date: ________ __, 20_