<Page>

                                                                    Exhibit 10.2

                                                                  EXECUTION COPY

================================================================================

                           SIXTH 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,
                             as Documentation Agent,

                           CREDIT SUISSE FIRST BOSTON,
                             as Documentation Agent,

         COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK
                        INTERNATIONAL", NEW YORK BRANCH,
                             as Documentation Agent,

                                       and

                               JPMORGAN CHASE BANK
                             as Administrative Agent

                            Dated as of June 28, 2004

================================================================================

     J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as Lead
                         Arrangers and Joint Bookrunners

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CHI:1389984.1

CHI:1389984.1

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                          PAGE
<S>                                                                                                         <C>
ARTICLE I  DEFINITIONS.......................................................................................1

    SECTION 1.01     Definitions.............................................................................1

ARTICLE II  COMMERCIAL PAPER OPERATIONS......................................................................2

    SECTION 2.01     Issuance of Commercial Paper............................................................2
    SECTION 2.02     Commercial Paper Account; Payment of Commercial Paper...................................2

ARTICLE III  LIQUIDITY LOANS.................................................................................3

    SECTION 3.01     Liquidity Loans.........................................................................3
    SECTION 3.02     The Liquidity Loan Notes................................................................9
    SECTION 3.03     Interest...............................................................................10
    SECTION 3.04     Responsibilities of Each Liquidity Bank................................................11
    SECTION 3.05     Confirming Letters of Credit...........................................................11

ARTICLE IV  OTHER CREDIT TERMS..............................................................................11

    SECTION 4.01     Fees...................................................................................11
    SECTION 4.02     Termination or Reduction of the Aggregate Liquidity Commitment.........................12
    SECTION 4.03     Extensions of the Aggregate Liquidity Commitment.......................................13
    SECTION 4.04     Proceeds...............................................................................15
    SECTION 4.05     Increased Costs; Capital Adequacy......................................................15
    SECTION 4.06     Taxes..................................................................................18
    SECTION 4.07     Addition, Removal and Downgrading of Liquidity Banks...................................18
    SECTION 4.08     Illegality.............................................................................19
    SECTION 4.09     Unavailability of LIBOR Liquidity Loans................................................19

ARTICLE V  PAYMENTS.........................................................................................20

    SECTION 5.01     Payments on Non-Business Days..........................................................20
    SECTION 5.02     Prepayments............................................................................20
    SECTION 5.03     Cash Collateral Account................................................................20
    SECTION 5.04     Method and Place of Payment, etc.......................................................21
    SECTION 5.05     Draws on and Exchange of the Letter of Credit..........................................21

ARTICLE VI  CONDITIONS PRECEDENT............................................................................23

    SECTION 6.01     Conditions to Effectiveness............................................................23
    SECTION 6.02     Conditions to Each Issuance of Commercial Paper........................................26
</Table>

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<Table>
<S>                                                                                                         <C>
    SECTION 6.03     Conditions Precedent to the Making of Each Liquidity Loan..............................27
    SECTION 6.04     Conditions to the Making of any Liquidity Loan Following
                     a Mandatory CP Wind-Down Event.........................................................27

ARTICLE VII  COVENANTS......................................................................................27

    SECTION 7.01     Affirmative Covenants..................................................................28
    SECTION 7.02     Negative Covenants.....................................................................30

ARTICLE VIII  mandatory LIQUIDATION EVENTS,  MANDATORY CP WIND-DOWN EVENTS AND REMEDIES.....................31

    SECTION 8.01     Mandatory Liquidation Events...........................................................31
    SECTION 8.02     Mandatory CP Wind-Down Events..........................................................34
    SECTION 8.03     Remedies...............................................................................34

ARTICLE IX  REPRESENTATIONS AND WARRANTIES..................................................................35

    SECTION 9.01     Corporate Existence....................................................................35
    SECTION 9.02     Corporate Power; Authorization; Enforceable Obligation.................................35
    SECTION 9.03     No Legal Bar...........................................................................36
    SECTION 9.04     No Material Litigation.................................................................36
    SECTION 9.05     Security Interest......................................................................36
    SECTION 9.06     Commercial Paper; Investment Company Act...............................................37
    SECTION 9.07     Securities Act.........................................................................37
    SECTION 9.08     Accuracy of Information................................................................37
    SECTION 9.09     Taxes and ERISA Liability..............................................................37
    SECTION 9.10     Federal Regulations....................................................................37
    SECTION 9.11     No Change..............................................................................38
    SECTION 9.12     Solvency...............................................................................38

ARTICLE X  THE ADMINISTRATIVE AGENT AND THE LIQUIDITY BANKS.................................................38

    SECTION 10.01    Appointment of the Administrative Agent................................................38
    SECTION 10.02    Resignation of the Administrative Agent................................................42
    SECTION 10.03    Obligations Several....................................................................42
    SECTION 10.04    Multiple Capacities....................................................................42
    SECTION 10.05    Agent Communications...................................................................43

ARTICLE XI  MISCELLANEOUS...................................................................................43

    SECTION 11.01    Computations...........................................................................43
    SECTION 11.02    Exercise of Rights.....................................................................43
    SECTION 11.03    Amendment and Waiver...................................................................43
</Table>

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<Table>
<S>                                                                                                         <C>
    SECTION 11.04    Expenses and Indemnification...........................................................45
    SECTION 11.05    Successors and Assigns.................................................................46
    SECTION 11.06    Notices, Requests, Demands.............................................................49
    SECTION 11.07    Survival...............................................................................49
    SECTION 11.08    GOVERNING LAW..........................................................................49
    SECTION 11.09    Counterparts...........................................................................49
    SECTION 11.10    Setoff.................................................................................50
    SECTION 11.11    Further Assurances.....................................................................50
    SECTION 11.12    No Bankruptcy Petition Against BAFC; Liability of BAFC.................................50
    SECTION 11.13    No Recourse Loan.......................................................................51
    SECTION 11.14    Knowledge of BAFC......................................................................51
    SECTION 11.15    Descriptive Headings...................................................................51
    SECTION 11.16    Consent to Jurisdiction and Service of Process.........................................51
    SECTION 11.17    Confidentiality........................................................................52
    SECTION 11.18    Final Agreement........................................................................52
    SECTION 11.19    U.S.A. PATRIOT Act.....................................................................52

EXHIBIT A         Form of Liquidity Loan Note..............................................................A-1
EXHIBIT B         Form of Assignment and Assumption Agreement..............................................B-1

ANNEX Y           List of Liquidity Bank Percentages.......................................................Y-1
</Table>

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                           SIXTH AMENDED AND RESTATED

                               LIQUIDITY AGREEMENT

          SIXTH AMENDED AND RESTATED LIQUIDITY AGREEMENT, dated as of June 28,
2004 (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, a New York banking corporation, 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 Fifth Amended and Restated Liquidity Agreement, dated as of July 3,
2003, 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; and

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

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

                                    ARTICLE I

                                   DEFINITIONS

          SECTION 1.01 DEFINITIONS. 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 Fifth Amended and Restated Pooling Agreement, dated
as of June 28, 2004, among BAFC, Bunge Management Services, Inc., as the
Servicer, and The Bank of New York, 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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                                   ARTICLE II

                           COMMERCIAL PAPER OPERATIONS

          SECTION 2.01 ISSUANCE 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.

               (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 2.02 COMMERCIAL 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

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     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.

                                   ARTICLE III

                                 LIQUIDITY LOANS

          SECTION 3.01 LIQUIDITY 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

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          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"), the Liquidity Banks shall, upon (x)
          receipt of notice (which may be a facsimile) 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 BAFC (which may be contained in the notice
          referred to in the preceding clause (x)) or the Depositary (the
          Depositary acting as attorney-in-fact for BAFC), and subject to the
          limitations imposed by SUBSECTION 3.01(C) and SECTION 6.03 hereof,
          make Liquidity Loans 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).

                       (ii)    If the Depositary shall have failed to timely
          receive from the Administrative Agent the notice of extension of the
          Liquidity Commitment Expiration Date described in SUBSECTION 4.03(B)
          or (C) hereof, then each Liquidity Bank shall, 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, the Exiting Bank shall, upon
          receipt by the Administrative Agent of a request from BAFC or the
          Depositary (acting as attorney-in-fact for BAFC), and 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

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          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 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).

                       (v)     Following the occurrence and continuation of a
          Mandatory CP Wind-Down Event, 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 telephonic (confirmed in writing promptly thereafter)
     or written notice (each, a "NOTICE OF BORROWING") of the

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     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.

               (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 shall be made by the Liquidity Banks
     notwithstanding the occurrence of any Mandatory Liquidation Event.

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               (e)     BAFC hereby agrees that it shall use the proceeds of each
     Liquidity Loan solely to make payments in respect of maturing Commercial
     Paper or, in the case of Liquidity Loans made in the circumstances set
     forth in SUBSECTION 3.01(A)(V), to fund advances under the Series 2000-1
     VFC Certificate.

               (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.

               (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
          Federal Funds Effective Rate until such amount has been paid.

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                       (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 Federal Funds Effective
          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.

               (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. 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

                                        8
<Page>

     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), two (2), 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

                       (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 3.02 THE 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

                                        9
<Page>

     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.

          SECTION 3.03 INTEREST.

               (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 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 the ABR in effect from time to time
     PLUS the Series 2000-1 Applicable Margin.

               (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

                                       10
<Page>

     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 3.04 RESPONSIBILITIES 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 3.05 CONFIRMING 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.

                                   ARTICLE IV

                               OTHER CREDIT TERMS

          SECTION 4.01 FEES.

               (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 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
     December, 2000.

               (b)     If the average principal amount of Liquidity Loans
     outstanding during any fiscal quarter of BAFC exceeds an amount equal to
     thirty-three percent (33%) of the average Aggregate Liquidity Commitment
     during such fiscal quarter, BAFC agrees to pay to the Administrative Agent
     for distribution to each Liquidity Bank that has made a Liquidity Loan pro
     rata in accordance with such Liquidity Bank's Percentage of the Aggregate
     Liquidity Commitment, a fee (the "UTILIZATION FEE") which shall accrue on
     each day during such fiscal quarter in an amount equal to the product of
     (i) the Utilization

                                       11
<Page>

     Fee Rate TIMES (ii) the average principal amount of Liquidity Loans
     outstanding during such fiscal quarter. The Utilization Fee shall be paid
     quarterly in arrears on the first Distribution Date following each fiscal
     quarter in which the condition set forth in the immediately preceding
     sentence exists.

               (c)     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. 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.

               (d)     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 4.02 TERMINATION 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

                                       12
<Page>

     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.

               (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 4.03 EXTENSIONS 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)     On any Business Day which is at least forty-five (45)
     days prior to the then-current Liquidity Commitment Expiration Date, BAFC
     may notify the Administrative Agent in writing of BAFC's desire to extend
     the Liquidity Commitment Expiration Date, whereupon the Administrative
     Agent shall notify each Liquidity Bank of such desire of BAFC. Each
     Liquidity Bank shall have the right, in its sole discretion after a new
     credit review, to determine whether to extend the Liquidity Commitment
     Expiration Date with respect to its Percentage of the Aggregate Liquidity
     Commitment. The Administrative Agent shall initially notify BAFC, the
     Collateral Agent and the

                                       13
<Page>

     Depositary of the decisions of the Liquidity Banks regarding such extension
     no later than twenty-five (25) days before the then-current Liquidity
     Commitment Expiration Date and if it has not provided such notification,
     such failure shall be deemed to be a rejection of extension of such
     Liquidity Commitment Expiration Date.

          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 then-current Liquidity
Commitment Expiration Date, 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.

               (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 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 non-extending
          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

                                       14
<Page>

          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).

          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.

          SECTION 4.04 PROCEEDS. 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 and (ii) repay maturing Commercial
Paper or Liquidity Loans. 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 to the extent permitted by the Transaction
Documents.

          SECTION 4.05 INCREASED 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 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

                                       15
<Page>

          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 tax of
          any kind with respect to this Agreement, the Liquidity Loan Notes or
          any Liquidity Loan made by it, or change the basis of taxation of
          payments to such Liquidity Bank in respect thereof (except for changes
          in the rate or the basis of tax on the overall net income of such
          Liquidity Bank); 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 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 prior to one hundred and twenty (120)
days 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 twenty (120) day period shall be extended to include the period of
retroactive effect thereof.

               (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.

                                       16
<Page>

               (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 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 (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) 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 prior to one hundred and twenty (120) days 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 twenty
     (120) day period shall be extended to include the period of retroactive
     effect thereof.

               (d)     If any Liquidity Bank 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

                                       17
<Page>

     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 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.

          SECTION 4.06 TAXES.

               (a)     All payments made by BAFC under this Agreement shall be
     made free and clear of, and without reduction for or on account of, any
     present or future stamp or other taxes, levies, imposts, duties, charges,
     fees, deductions, withholdings, restrictions or conditions of any nature
     whatsoever now or hereafter imposed, levied, collected, withheld or
     assessed by any country (or by any political subdivision or taxing
     authority thereof or therein), excluding income and franchise taxes now or
     hereafter imposed on the overall net income of any Liquidity Bank (such
     non-excluded taxes being called "TAX" or "TAXES"). If any Taxes are
     required to be withheld from any amounts payable to any Liquidity Bank
     hereunder, the amounts so payable to any such Liquidity Bank shall be
     increased to the extent necessary to yield to any such Liquidity Bank
     (after payment of all Taxes) interest or any such other amounts payable
     hereunder at the rates or in the amounts specified in this Agreement.
     Whenever any Tax is payable by BAFC, as promptly as possible thereafter,
     BAFC shall send any such Liquidity Bank an original official receipt
     showing payment thereof.

               (b)     If and to the extent that the effect of subsection (a)
     can be mitigated by virtue of the provisions of United States federal
     income tax law or any applicable double-tax convention, the applicable
     Liquidity Banks shall submit to BAFC: (i) any necessary forms required for
     the purpose of ensuring the application of any double-tax convention or
     (ii) a properly executed Form W-8BEN or Form W-8ECI (or successor form to
     either).

          SECTION 4.07 ADDITION, REMOVAL AND DOWNGRADING OF LIQUIDITY BANKS. If
at any time 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, 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

                                       18
<Page>

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.

          SECTION 4.08 ILLEGALITY. 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,
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.

          SECTION 4.09 UNAVAILABILITY OF LIBOR LIQUIDITY LOANS. If, with respect
to any LIBOR Liquidity Loan requested by BAFC, the Administrative Agent or the
Majority Liquidity Banks shall have determined in good faith (which
determination shall, save for manifest error, be conclusive and binding upon
BAFC and the Liquidity Banks) that (a) deposits of sufficient amount and
maturity for funding such LIBOR Liquidity Loan are not available to the
Liquidity Banks in the relevant market in the ordinary course of business, (b)
by reason of circumstances affecting the relevant market, adequate and fair
means do not exist for ascertaining the rate of interest to be applicable to
such LIBOR Liquidity Loan or (c) the rate of interest to be applicable to such
LIBOR Liquidity Loan does not adequately reflect the cost of funding such
Liquidity Loan, as determined by the Majority Liquidity Banks, then (i) the
Administrative Agent, upon its determination as provided above or upon receiving
notice from the Majority Liquidity Banks as to their determination as provided
above, shall promptly give

                                       19
<Page>

notice thereof to BAFC, (ii) the notice requesting such LIBOR Liquidity Loan
shall be canceled, and (iii) no Liquidity Bank shall be under any obligation to
make additional LIBOR Liquidity Loans to BAFC unless and until the
Administrative Agent shall have notified BAFC that LIBOR Liquidity Loans are
again available hereunder.

                                    ARTICLE V

                                    PAYMENTS

          SECTION 5.01 PAYMENTS 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 5.02 PREPAYMENTS.

               (a)     BAFC shall have the right to prepay the Liquidity Loans
     in whole or in part, without premium (but subject to SUBSECTION 4.01(C)),
     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
     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 5.03 CASH 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").

                                       20
<Page>

          SECTION 5.04 METHOD 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.

          SECTION 5.05 DRAWS 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,

                                       21
<Page>

     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.

               (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

                                       22
<Page>

     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.

               (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 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 6.01 CONDITIONS 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. There shall have been delivered
     to the Administrative Agent for the account of each 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.

                                       23
<Page>

               (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)     OPINIONS OF COUNSEL. The Administrative Agent, each
     Liquidity Bank, the Letter of Credit Agent, BAFC and each Placement Agent
     shall have received (i) from Winston & Strawn LLP, counsel for the Servicer
     and New York counsel for the Guarantor, a favorable opinion dated the date
     hereof covering the matters as such parties shall reasonably request, (ii)
     from Conyers Dill and Pearman, Bermuda counsel for the Guarantor, a
     favorable opinion dated the date hereof covering the matters as such
     parties shall reasonably request and (iii) from Winston & Strawn LLP,
     counsel for BAFC, a favorable opinion dated the date hereof covering the
     matters as such parties shall reasonably request.

                                       24
<Page>

               (l)     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.

               (m)     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. On or prior to the Series 2000-1 Issuance Date,
     BAFC and the Collateral Agent shall have received copies of (i) UCC
     searches from the New York Secretary of State (and applicable local UCC
     searches), each showing no liens as to BAFC, and (ii) satisfactory evidence
     as to any such filing, recording, registration, giving of notice or other
     action so taken or made.

               (n)     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.

               (o)     BANK ACCOUNTS. The Cash Collateral Account, the
     Commercial Paper Account and the Special Payment Account shall have been
     established.

               (p)     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.

               (q)     OTHER CONDITIONS PRECEDENT. The conditions precedent to
     the Letter of Credit Reimbursement Agreement shall have been satisfied
     concurrently.

               (r)     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.

                                       25
<Page>

               (s)     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.

               (t)     BL RATING. The Administrative Agent shall have received
     evidence reasonably satisfactory to it that BL's long-term unsecured debt
     rating or senior implied rating, as applicable, is at least "BBB-" by S&P
     and at least "Baa3" by Moody's.

               (u)     GUARANTOR FINANCIALS. The Administrative Agent shall have
     received (i) audited consolidated financial statements of BL for its fiscal
     year ended December 31, 2003, and (ii) unaudited consolidated financial
     statements for its fiscal quarter ended March 31, 2004.

          SECTION 6.02 CONDITIONS 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.

                                       26
<Page>

               (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 6.03 CONDITIONS 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 6.04 CONDITIONS TO THE MAKING OF ANY LIQUIDITY LOAN FOLLOWING
A MANDATORY CP WIND-DOWN EVENT. 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.

                                   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:

                                       27
<Page>

          SECTION 7.01 AFFIRMATIVE 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 ninety (90)
     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 those contested in good faith;

               (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 on its ability to perform its obligations under the
     Transaction Documents;

               (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 2000,
     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 ninety (90) 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 (PROVIDED that comparative figures shall not be required with respect
     to such financial statements delivered at the end of BAFC's fiscal year
     ending in 2000), 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 2000,
     furnish to the Series 2000-1 Rating Agencies and the Administrative Agent
     as soon as available but in any event within forty-five (45) days after the
     end of each of the first three quarters for each fiscal year of BAFC,
     unaudited financial statements consisting of a balance sheet of BAFC as at
     the end of such quarter and a statement of income and retained earnings for
     such quarter, setting forth (in the case of financial statements furnished
     for calendar quarters subsequent to the first full calendar year of BAFC)
     in comparative form the corresponding figures for the corresponding quarter
     of the preceding fiscal year; and BAFC will additionally furnish, or cause
     to be furnished, to the Administrative Agent together with the financial
     statements required pursuant to clause (j) and this clause (k) a
     certificate of a Responsible Officer of BAFC stating that (x) the attached
     financial statements have been prepared in accordance with GAAP and
     accurately reflect the financial condition of BAFC and (y) to the best
     knowledge of such Responsible Officer, no Mandatory CP Wind-Down Event or
     Mandatory Liquidation Event was continuing at the end of such quarter or on
     the date of such statement or, if such Mandatory CP Wind-Down Event or
     Mandatory Liquidation Event was continuing at the end of such quarter or on
     the date of such statement, specifying the name and period of existence
     thereof;

               (l)     (i) except as otherwise permitted by the Transaction
     Documents, preserve, renew and keep in full force and effect its corporate
     existence and (ii) take all reasonable action to maintain all rights,
     privileges and franchises necessary or desirable

                                       29
<Page>

     in the normal conduct of its business, except where the failure to maintain
     the same would not have a Material Adverse Effect; and

               (m)     on each day after the Liquidity Loans (with accrued
     interest thereon) have become due and payable (whether at the stated
     maturity, by acceleration or otherwise), give the notice contemplated by
     SECTION 2.06 of the Series 2000-1 Supplement, such notice to specify an
     amount equal to the lesser of (i) the funds on deposit in the Series 2000-1
     Collection Subaccount on such day and (ii) the outstanding amount of the
     Liquidity Loans (with accrued interest thereon) and all other amounts owing
     under this Agreement.

          SECTION 7.02 NEGATIVE COVENANTS. BAFC will not:

               (a)     contract for, create, incur, assume or suffer to exist
     any Lien, security interest, charge or other encumbrance of any nature upon
     any of its property or assets, whether now owned or hereafter acquired
     except for Permitted Liens and as otherwise provided for in the Security
     Agreement or the Depositary Agreement;

               (b)     create, incur, assume or suffer to exist any
     Indebtedness, whether current or funded, or any other liability except
     Permitted Indebtedness;

               (c)     except as contemplated by the Transaction Documents, 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;

               (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 a
     change of control of BAFC. 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;

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<Page>

               (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 after the
     occurrence of a Mandatory CP Wind-Down Event 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; or

               (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.

                                  ARTICLE VIII

                          MANDATORY LIQUIDATION EVENTS,
                   MANDATORY CP WIND-DOWN EVENTS AND REMEDIES

          SECTION 8.01 MANDATORY 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
          the observance or performance of any agreement or condition relating
          to any of its outstanding Indebtedness or contained in any instrument
          or agreement evidencing, securing or relating thereto, the effect of
          which default is to cause or permit such Indebtedness to become due
          prior to its stated maturity or (B) fail to pay when due any material
          amounts due under any agreement to which any such Person is a party;
          PROVIDED, HOWEVER, that no Mandatory Liquidation Event shall be deemed
          to occur under clause (A) or (B) of this paragraph unless the
          aggregate amount of

                                       31
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          Indebtedness in respect of which any payment default or other default
          referred to in this paragraph shall have occurred shall be equal to at
          least $50,000,000;

                       (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. Final, non-appealable
          judgment or judgments for the payment of money in an aggregate amount
          in excess of $50,000 shall have been rendered against BAFC and the
          same shall have remained unsatisfied and in effect for any period of
          thirty (30) consecutive days during which no stay of execution shall
          have been obtained;

                       (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

                                       32
<Page>

          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;

                       (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 for the payment of money (to the
          extent not bonded or covered by insurance to the reasonable
          satisfaction of the Letter of Credit Agent and the Administrative
          Agent) shall be rendered against the Guarantor or any of the
          Designated Obligors or any combination thereof in an aggregate amount
          greater than $50,000,000, and the same shall remain undischarged for a
          period of thirty (30) consecutive days during which execution shall
          not be effectively stayed, or any action shall be legally taken by a
          judgment creditor to levy upon assets or properties of the Guarantor
          or any of the Designated Obligors to enforce any such judgment and no
          stay of enforcement shall be in effect;

                       (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 or any other Investor
          Certificateholder that is an Affiliate of the Guarantor shall (i)
          default in making any payment of any principal of any Indebtedness or
          of any material amounts under any other agreement to which it is a
          party on the scheduled or original due date with respect thereto; or
          (ii) 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
          (iii) 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

                                       33
<Page>

          required, such Indebtedness to become due prior to its stated maturity
          or to become payable; PROVIDED, that a default, event or condition
          described in clause (i), (ii) or (iii) 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 (i), (ii) and (iii) of this paragraph (xvi) shall
          have occurred and be continuing with respect to Indebtedness or other
          amounts the outstanding principal amount of which exceeds in the
          aggregate $25,000,000; 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.

          SECTION 8.02 MANDATORY 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 8.03 REMEDIES.

               (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

                                       34
<Page>

     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
     Liquidity 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.

               (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 9.01 CORPORATE 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. BAFC has no
subsidiaries.

          SECTION 9.02 CORPORATE POWER; AUTHORIZATION; ENFORCEABLE OBLIGATION.
BAFC has the corporate power, authority and legal right to execute, deliver and
perform the Transaction Documents 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. No consent, license, permit, approval or

                                       35
<Page>

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 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).

          SECTION 9.03 NO LEGAL BAR. The execution, delivery and performance by
BAFC of the Transaction Documents will not violate any provision of any existing
law or regulation applicable to BAFC, or of any order, judgment, award or decree
of any court, arbitrator or governmental authority applicable to BAFC or the
Certificate of Incorporation or Bylaws of BAFC or any mortgage, indenture,
lease, contract or other agreement, instrument or undertaking to which BAFC is a
party or by which BAFC or any of its assets may be bound, and will not, except
as otherwise provided herein or under any of the other Transaction Documents,
result in, or require, the creation or imposition of any Lien on any of its
property, assets or revenues pursuant to the provisions of any such mortgage,
indenture, lease, contract or other agreement, instrument or undertaking.

          SECTION 9.04 NO MATERIAL LITIGATION. No litigation, investigation or
administrative proceeding of or before any court, arbitrator or Governmental
Authority is pending nor, to BAFC's knowledge, threatened against BAFC or any of
its assets (a) with respect to the Transaction Documents or the Borrowings
hereunder or (b) that, if determined adversely, would have a material adverse
effect on the business, operations, assets, financial condition or prospects of
BAFC or (c) that would have a material adverse effect on the ability of BAFC to
perform under the Transaction Documents or on the rights and remedies of the
Administrative Agent, the Collateral Agent and the Liquidity Banks thereunder.

          SECTION 9.05 SECURITY INTEREST.

               (a)     (i) No effective financing statement listing BAFC as
     debtor (other than any which may have been filed on behalf of the
     Collateral Agent) covering any of the Assigned Collateral is on file in any
     public office; (ii) at the date of each deposit of monies in each
     Collateral Account, BAFC was, is or will then be the lawful owner of, and
     had, has or will then have good title to, such monies, free and clear of
     all Liens except the lien and security interest granted pursuant to the
     Security Agreement in favor of the Collateral Agent; and (iii) BAFC is and
     will be the lawful owner of, and has and will have good and marketable
     title to, all Assigned Collateral, free and clear of all Liens

                                       36
<Page>

     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.

          SECTION 9.06 COMMERCIAL PAPER; INVESTMENT COMPANY ACT. The
qualification of an indenture with respect to Commercial Paper under the Trust
Indenture Act of 1939, as amended, is not required in connection with the offer,
issuance, sale or delivery of Commercial Paper. BAFC is not an "investment
company", or a company "controlled" by an "investment company" within the
meaning of the 1940 Act.

          SECTION 9.07 SECURITIES ACT. The offer, issuance, sale or delivery of
the Commercial Paper in accordance with the terms hereof and the Depositary
Agreement will constitute exempted transactions under the Securities Act, and
registration of the Commercial Paper under the Securities Act will not be
required in connection with any such offer, issuance, sale or delivery of the
Commercial Paper.

          SECTION 9.08 ACCURACY OF INFORMATION. All Monthly Settlement
Statements, Daily Reports, financial statements, records, and other information
furnished by or on behalf of BAFC, the Servicer or the Guarantor to the
Administrative Agent or any Liquidity Bank hereunder shall be accurate in all
material respects as of their respective date.

          SECTION 9.09 TAXES AND ERISA LIABILITY. BAFC has paid all of its Taxes
when due except those Taxes the liability for which (i) BAFC has contested in
good faith in appropriate proceedings and for which adequate reserves are
maintained in accordance with GAAP or (ii) could not reasonably be expected to
result in a Material Adverse Effect. BAFC has no ERISA plan liability and is not
subject to the requirements of ERISA.

          SECTION 9.10 FEDERAL REGULATIONS. No part of the proceeds of any
Liquidity Loans will be used for "buying" or "carrying" any "margin stock"
within the respective meanings of each of the quoted terms under Regulation U as
now and from time to time hereafter in effect or for any purpose that violates
the provisions of the Regulations of the Board. If requested by any Liquidity
Bank or the Administrative Agent, BAFC will furnish to the Administrative Agent
and each Liquidity Bank a statement to the foregoing effect in conformity

                                       37
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with the requirements of FR Form G-3 or FR Form U-1, as applicable, referred to
in Regulation U.

          SECTION 9.11 NO CHANGE. Since December 31, 2003, 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.

                                    ARTICLE X

                THE ADMINISTRATIVE AGENT AND THE LIQUIDITY BANKS

          SECTION 10.01 APPOINTMENT OF THE ADMINISTRATIVE AGENT. Each Liquidity
Bank hereby irrevocably appoints JPMorgan Chase Bank 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

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<Page>

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.

          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, except for any
liability determined, in a final judgment of a court of competent jurisdiction
to have resulted from the Administrative Agent's or such Liquidity Bank's own
gross negligence or willful misconduct; 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

                                       39
<Page>

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 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.

          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

                                       40
<Page>

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.

          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 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

                                       41
<Page>

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 10.02 RESIGNATION 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. 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.

          SECTION 10.03 OBLIGATIONS 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 10.04 MULTIPLE CAPACITIES. JPMorgan Chase is serving in the
following capacities for the benefit of BAFC: Administrative Agent, Liquidity
Bank and Depositary. 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 and Depositary, 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

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<Page>

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. JP Morgan Chase as a Liquidity Bank, the Administrative
Agent and the Depositary 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 10.05 AGENT 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.

                                   ARTICLE XI

                                  MISCELLANEOUS

          SECTION 11.01 COMPUTATIONS. 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 11.02 EXERCISE 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.

          SECTION 11.03 AMENDMENT AND WAIVER. (a) 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

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<Page>

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 (w) any provision
requiring the ratable funding of Liquidity Loans or the ratable sharing of
payments or setoffs, (x) the amount of the Aggregate Liquidity Commitment or any
Liquidity Bank's Liquidity Commitment or the principal amount of any Liquidity
Loan, (y) any fees or commissions with respect to, or 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
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.

          (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 Loans", "Eligible Obligors",
"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

                                       44
<Page>

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.

          SECTION 11.04 EXPENSES 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,

                                       45
<Page>

     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 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.

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

          SECTION 11.05 SUCCESSORS 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, shall have been obtained, unless such

                                       46
<Page>

     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); (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 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, if not a U.S. Person, shall provide
     BAFC with appropriately executed copies of Internal Revenue Service Form
     W-8BEN (or, alternatively, Internal Revenue Service Form W-8ECI, but only
     if the applicable treaty described in such form provides a complete
     exemption from federal income tax withholding) or any successor form with
     respect to each such Person (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.
     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.

               (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 11.17 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

                                       47
<Page>

     to receive in respect of the amount of the participation transferred by
     such transferor Liquidity Bank to such Participant had no such transfer
     occurred.

               (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 11.17 hereof.

               (d)     For avoidance of doubt, the parties to this Agreement
     acknowledge that the provisions of this subsection concerning assignments
     of the Liquidity Loans and Liquidity Loan Notes relate only to absolute
     assignments and that such provisions do not prohibit assignments creating
     security interests, including, without limitation, any pledge or assignment
     by a Liquidity Bank of any Liquidity Loan Note or any part of the Liquidity
     Loans to any Federal Reserve Bank in accordance with applicable law;
     PROVIDED that any sale or foreclosure of any assignment for security shall
     be subject to the other provisions of this subsection relating to absolute
     assignments.

               (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,

                                       48
<Page>

     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.

          SECTION 11.06 NOTICES, 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 11.07 SURVIVAL. 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 11.08 GOVERNING 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.

          SECTION 11.09 COUNTERPARTS. 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.

                                       49
<Page>

          SECTION 11.10 SETOFF. 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.

          SECTION 11.11 FURTHER 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 11.12 NO 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 11.12 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,

                                       50
<Page>

     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 11.12
     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 11.13 NO 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 11.14 KNOWLEDGE 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 11.15 DESCRIPTIVE 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.

          SECTION 11.16 CONSENT 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 (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.

                                       51
<Page>

          SECTION 11.17 CONFIDENTIALITY. 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, or
by any regulatory authority having jurisdiction over it, to be disclosed.

          This SECTION 11.17 shall survive the termination of this Agreement.

          SECTION 11.18 FINAL 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 11.19 U.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 "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 Act.

                            [signature page follows]

                                       52
<Page>

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

                                BUNGE ASSET FUNDING CORP.

                                By: /s/ Morris Kalef
                                Printed Name: Morris Kalef
                                Title: President

<Page>

                                JPMORGAN CHASE BANK,
                                as Administrative Agent and Liquidity Bank

                                By: /s/ B.B. Wuthrich
                                Printed Name: B.B. Wuthrich
                                Title: Vice President

<Page>

                                CITIBANK, N.A.,
                                as Syndication Agent and Liquidity Bank

                                By: /s/ Robert J. Kane
                                Printed Name: Robert J. Kane
                                Title: Director

<Page>

                                BNP PARIBAS,
                                as Documentation Agent and Liquidity Bank

                                By: /s/ Juan J. Mejia
                                Printed Name: Juan J. Mejia
                                Title: Director

                                By: /s/ Nicolas Boulay Silvy
                                Printed Name: Nicolas Boulay Silvy
                                Title: Managing Director

<Page>

                                CREDIT SUISSE FIRST BOSTON
                                as Documentation Agent

                                By: /s/ Karl Studer
                                Printed Name: Karl Studer
                                Title: Director

                                By: /s/ Daniel Ludwig
                                Printed Name: Daniel Ludwig
                                Title: Assistant Vice President

<Page>

                                CREDIT SUISSE FIRST BOSTON, ACTING
                                THROUGH ITS CAYMAN ISLANDS
                                BRANCH,
                                as Liquidity Bank

                                By: /s/ Karl Studer
                                Printed Name: Karl Studer
                                Title: Director

                                By: /s/ Daniel Ludwig
                                Printed Name: Daniel Ludwig
                                Title: Assistant Vice President

<Page>

                                COOPERATIEVE CENTRALE RAIFFEISEN-
                                BOERENLEENBANK B.A., "RABOBANK
                                INTERNATIONAL", NEW YORK BRANCH,
                                as Documentation Agent and Liquidity Bank

                                By: /s/ Thomas Hasenauer
                                Printed Name: Thomas Hasenauer
                                Title: Vice President

                                By: /s/ Brett Delfino
                                Printed Name: Brett Delfino
                                Title: Executive Director

<Page>

                                MORGAN STANLEY BANK,
                                as Liquidity Bank

                                By: /s/ Daniel Twenge
                                Printed Name: Daniel Twenge
                                Title: Vice President

<Page>

                                CALYON NEW YORK BRANCH,
                                as Liquidity Bank

                                By: /s/ Guido van Hauwermeiren
                                Printed Name: Guido van Hauwermeiren
                                Title: Managing Director

                                By: /s/ Lee E. Greve
                                Printed Name: Lee E. Greve
                                Title: Managing Director

<Page>

                                HSBC BANK USA,
                                as Liquidity Bank

                                By: /s/ William B. Murray
                                Printed Name: William B. Murray
                                Title: Senior Vice President

<Page>

                                ING BANK N.V.,
                                as Liquidity Bank

                                By: /s/ A.B. Rosaria
                                Printed Name: A.B. Rosaria
                                Title: Vice President Risk Manager

                                By: /s/ A.C. Zulia
                                Printed Name: A.C. Zulia
                                Title: Senior Manager Transaction Processing

<Page>

                                SOCIETE GENERALE,
                                as Liquidity Bank

                                By: /s/ Sebastien Ribatto
                                Printed Name: Sebastien Ribatto
                                Title: Director

<Page>

                                WESTLB AG, NEW YORK BRANCH,
                                as Liquidity Bank

                                By: /s/ Salvatore Battinelli
                                Printed Name: Salvatore Battinelli
                                Title: Managing Director

                                By: /s/ Daniel Hitchcock
                                Printed Name: Daniel Hitchcock
                                Title: Executive Director

<Page>

                                ABN AMRO BANK N.V.,
                                as Liquidity Bank

                                By: /s/ Angela Noique
                                Printed Name: Angela Noique
                                Title: Group Vice President

                                By: /s/ Peter J. Hallan
                                Printed Name: Peter J. Hallan
                                Title: Vice President

<Page>

                                DEUTSCHE BANK AG,
                                NEW YORK BRANCH,
                                as Liquidity Bank

                                By: /s/ Sonja K. Satl
                                Printed Name: Sonja K. Satl
                                Title: Vice President

                                By: /s/ Belinda Wheeler
                                Printed Name: Belinda Wheeler
                                Title: Vice President

<Page>

                                SUNTRUST BANK,
                                as Liquidity Bank

                                By: /s/ Hugh E. Brown
                                Printed Name: Hugh E. Brown
                                Title: Vice President

<Page>

                                STANDARD CHARTERED BANK,
                                NEW YORK BRANCH
                                as Liquidity Bank

                                By: /s/ Carolyn Jacobs
                                Printed Name: Carolyn Jacobs
                                Title: Senior Vice President

                                By: /s/ Andrew Ng
                                Printed Name: Andrew Ng
                                Title: Vice President

<Page>

                                BANK OF MONTREAL,
                                as Liquidity Bank

                                By: /s/ Kimberly A. Yates
                                Printed Name: Kimberly A. Yates
                                Title: Vice President

<Page>

                                BANCO BILBAO VIZCAYA ARGENTARIA S.A.,
                                as Liquidity Bank

                                By: /s/ Anne-Maureen Sarfati
                                Printed Name: Anne-Maureen Sarfati
                                Title: Vice President

                                By: /s/ Philip Paddack
                                Printed Name: Phillip Paddack
                                Title: Senior Vice President & Branch Manager

<Page>

                                FORTIS BANK SA/NV CAYMAN ISLANDS BRANCH,
                                as Liquidity Bank

                                By: /s/ John Benton
                                Printed Name: John Benton
                                Title: Head of Credit

                                By: /s/ Eddie Matthews
                                Printed Name: Eddie Matthews
                                Title: Senior Vice President

<Page>

                                AUSTRALIA AND NEW ZEALAND
                                BANKING GROUP LIMITED,
                                as Liquidity Bank

                                By: /s/ John W. Wade
                                Printed Name: John W. Wade
                                Title: Director

<Page>

                                THE BANK OF NOVA SCOTIA,
                                as Liquidity Bank

                                By: /s/ Brian Allen
                                Printed Name: Brian Allen
                                Title: Managing Director

<Page>

                                BARCLAYS BANK PLC,
                                as Liquidity Bank

                                By: /s/ Nicholas Bell
                                Printed Name: Nicholas Bell
                                Title: Director

<Page>

                                CANADIAN IMPERIAL BANK OF
                                COMMERCE,
                                as Liquidity Bank

                                By: /s/ Dominic J. Sorresso
                                Printed Name: Dominic J. Sorresso
                                Title: Executive Director

<Page>

                                BANCO SANTANDER CENTERAL HISPANO,
                                S.A., NEW YORK BRANCH,
                                as Liquidity Bank

                                By: /s/ Daniel Keane
                                Printed Name: Daniel Keane
                                Title: Managing Director

                                By: /s/ D. Rodriguez
                                Printed Name: D. Rodriguez
                                Title: Vice President

<Page>

                                NATEXIS BANQUES POPULAIRES,
                                NEW YORK BRANCH
                                as Liquidity Bank

                                By: /s/ Stephen A. Jendras
                                Printed Name: Stephen A. Jendras
                                Title: Vice President

                                By: /s/ Guillaurne de Parscau
                                Printed Name: Guillaurne de Parscau
                                Title: First Vice President & Manager
                                Commodities Finance Group

<Page>

                                BANK OF AMERICA, N.A.
                                as Liquidity Bank

                                By: /s/ David L. Catherall
                                Printed Name: David L. Catherall
                                Title: Vice President

<Page>

                                KBC BANK N.V.
                                as Liquidity Bank

                                By: /s/ Patrick Des Marez
                                Printed Name: Patrick Des Marez
                                Title: Hoofd Kredieten Bedrijven Antwerpen

                                By: /s/ Paul D'Haeyer
                                Printed Name: Paul D'Haeyer
                                Title: General Manager

<Page>

                                UNICREDITO ITALIANO S.P.A.,
                                NEW YORK BRANCH
                                as Liquidity Bank

                                By: /s/ Gianni Franco Papa
                                Printed Name: Gianni Franco Papa
                                Title: SVP & General Manager

                                By: /s/ Charles Michael
                                Printed Name: Charles Michael
                                Title: Vice President

<Page>

                                     ANNEX Y

LIQUIDITY COMMITMENTS                             Expiration Date: June 28, 2007

<Table>
<Caption>
                                                     Percentage of Aggregate          Dollar
                      Banks                           Liquidity Commitment            Amount
                      -----                           --------------------            ------
<S>                                                         <C>                    <C>
JPMorgan Chase Bank                                         9.80%                  $  58,817,500
Citibank, N.A.                                              9.80%                  $  58,817,500
BNP Paribas                                                 5.13%                  $  30,750,000
Calyon New York Branch                                      5.13%                  $  30,750,000
Credit Suisse First Boston, acting
through its Cayman Islands Branch                           5.13%                  $  30,750,000
HSBC Bank USA                                               5.13%                  $  30,750,000
Morgan Stanley Bank                                         5.13%                  $  30,750,000
Cooperatieve Centrale Raiffeisen-Boerenleenbank
B.A., "Rabobank International", New York Branch             5.13%                  $  30,750,000
ABN AMRO Bank N.V.                                          3.84%                  $  23,062,500
Bank of Montreal                                            3.84%                  $  23,062,500
Deutsche Bank AG, New York Branch                           3.84%                  $  23,062,500
ING Bank N.V.                                               3.84%                  $  23,062,500
Societe Generale                                            3.84%                  $  23,062,500
Standard Chartered Bank, New York Branch                    3.84%                  $  23,062,500
Suntrust Bank                                               3.84%                  $  23,062,500
WestLB AG, New York Branch                                  3.84%                  $  23,062,500
Banco Bilbao Vizcaya Argentaria S.A.                        3.42%                  $  20,500,000
Australia and New Zealand Banking Group Limited             2.73%                  $  16,400,000
Fortis Bank SA/NV Cayman Islands Branch                     2.73%                  $  16,400,000
Banco Santander Centeral
Hispano, S.A., New York Branch                              1.37%                  $   8,200,000
Bank of America, N.A.                                       1.37%                  $   8,200,000
Barclays Bank PLC                                           1.37%                  $   8,200,000
</Table>

                                       Y-1
<Page>

<Table>
<S>                                                         <C>                    <C>
Canadian Imperial Bank of Commerce                          1.37%                  $   8,200,000
Natexis Banques Populaires, New York Branch                 1.37%                  $   8,200,000
The Bank of Nova Scotia                                     1.37%                  $   8,200,000
KBC Bank N.V                                                0.96%                  $   5,740,000
Unicredito Italiano S.P.A., New York Branch                 0.85%                  $   5,125,000
TOTAL                                                      100.0%                  $ 600,000,000
                                                                                   -------------
</Table>

                                       Y-2
<Page>

                                                                    EXHIBIT A to
                                                             Liquidity Agreement

                            BUNGE ASSET FUNDING CORP.

                               LIQUIDITY LOAN NOTE

$_______________                                              New York, New York
                                                              [__________], 2004

     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 Sixth
Amended and Restated Liquidity Agreement, dated as of June 28, 2004 (as from
time to time in effect, the "LIQUIDITY AGREEMENT"), among BAFC, certain lenders
(including the Liquidity Bank) and JPMorgan Chase Bank, as agent for such
lenders (the "ADMINISTRATIVE AGENT"). This Note is secured by the Fourth Amended
and Restated Security Agreement dated as of June 28, 2004, as from time to time
in effect, among BAFC, the Administrative Agent, Cooperatieve Centrale
Raiffeisen-Boerenleenbank B.A., "Rabobank International", New York Branch, as
Letter of Credit Agent, the Servicer and The Bank of New York, 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.

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

                                       A-1
<Page>

     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:
                                         ---------------------------------------
                                      Printed Name:
                                                   -----------------------------
                                      Title:
                                            ------------------------------------

                                       A-2
<Page>

                                                                    EXHIBIT B to
                                                             Liquidity Agreement

                        FORM OF ASSIGNMENT AND ASSUMPTION

     Reference is made to the Sixth Amended and Restated Liquidity Agreement,
dated as of June 28, 2004 (the "LIQUIDITY AGREEMENT"), among Bunge Asset Funding
Corp., JP Morgan Chase Bank 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.

          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,

                                       B-1
<Page>

     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 U.S. Internal Revenue Service form
     required under SUBSECTION 11.05(A)(V) 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
<Page>

          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
<Page>

                                     ANNEX 1
                                       TO
                            ASSIGNMENT AND ASSUMPTION

<Table>
     <S>                                                  <C>
     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:             $    ---
</Table>

<Page>

<Table>
     <S>                                                  <C>
     Effective Date (if other than date of
          acceptance by Administrative
          Agent):                                         ____________, 20__
</Table>


                                                  [___________________________],
                                                  as Assignor,


                                                  By
                                                    ----------------------------
                                                  Title
                                                       -------------------------
                                                  Dated            , 20
                                                       ------------    --
<Page>

                                                  [___________________________],
                                                  as Assignee,

                                                  By
                                                    ----------------------------
                                                  Title
                                                       -------------------------
                                                  Dated            , 20
                                                       ------------    --


Accepted this ____ day of __________ 20__


JPMORGAN CHASE BANK,
as Administrative Agent

By
  ---------------------------------------
Title
     ------------------------------------
Dated            , 20
     ------------    --


BUNGE LIMITED,
as Guarantor


By
  ---------------------------------------
Title
     ------------------------------------
Dated            , 20
     ------------    --