Exhibit 4.9




 





 


FIFTH AMENDED AND RESTATED

LIQUIDITY AGREEMENT


 


among


 


 


BUNGE ASSET FUNDING CORP.


 


THE FINANCIAL INSTITUTIONS LISTED

ON THE SIGNATURE PAGES HERETO


 


and


 


 


JPMORGAN CHASE BANK

as Administrative Agent


 


 


Dated as of July 3, 2003


 




 





 


J.P. Morgan Securities Inc. and Citigroup
Global Markets Inc.,

as Co-Lead Arrangers and Joint Book Managers


 

















 


TABLE OF CONTENTS


 


 


	
  ARTICLE I                                     DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1.01

  	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE II                                 COMMERCIAL PAPER OPERATIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.01

  	
  Issuance of Commercial Paper.

  	
   

  
	
  SECTION 2.02

  	
  Commercial Paper Account; Payment of
  Commercial Paper.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III                             LIQUIDITY LOANS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.01

  	
  Liquidity Loans.

  	
   

  
	
  SECTION 3.02

  	
  The Liquidity Loan Notes.

  	
   

  
	
  SECTION 3.03

  	
  Interest.

  	
   

  
	
  SECTION 3.04

  	
  Responsibilities of Each Liquidity Bank

  	
   

  
	
  SECTION 3.05

  	
  Confirming Letters of Credit

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV                             OTHER CREDIT TERMS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.01

  	
  Fees.

  	
   

  
	
  SECTION 4.02

  	
  Termination or Reduction of a Liquidity
  Commitment Tranche.

  	
   

  
	
  SECTION 4.03

  	
  Extensions of a Liquidity Commitment
  Tranche.

  	
   

  
	
  SECTION 4.04

  	
  Proceeds

  	
   

  
	
  SECTION 4.05

  	
  Increased Costs; Capital Adequacy.

  	
   

  
	
  SECTION 4.06

  	
  Taxes.

  	
   

  
	
  SECTION 4.07

  	
  Addition, Removal and Downgrading of
  Liquidity Banks

  	
   

  
	
  SECTION 4.08

  	
  Illegality

  	
   

  
	
  SECTION 4.09

  	
  Unavailability of LIBOR Liquidity Loans

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE V                                 PAYMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 5.01

  	
  Payments on Non-Business Days

  	
   

  
	
  SECTION 5.02

  	
  Prepayments.

  	
   

  
	
  SECTION 5.03

  	
  Cash Collateral Account

  	
   

  
	
  SECTION 5.04

  	
  Method and Place of Payment, etc

  	
   

  
	
  SECTION 5.05

  	
  Draws on and Exchange of the Letter of
  Credit.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI                             CONDITIONS PRECEDENT

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 6.01

  	
  Conditions to Effectiveness

  	
   

  
	
  SECTION 6.02

  	
  Conditions to Each Issuance of Commercial
  Paper

  	
   

  


















 


	
  SECTION 6.03

  	
  Conditions Precedent to the Making of Each
  Liquidity Loan

  	
   

  
	
  SECTION 6.04

  	
  Conditions to the Making of any Liquidity
  Loan Following a Mandatory CP Wind-Down Event

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII                         COVENANTS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 7.01

  	
  Affirmative
  Covenants

  	
   

  
	
  SECTION 7.02

  	
  Negative Covenants

  	
   

  
	
   

  	
   

  	
   

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

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 8.01

  	
  Mandatory Liquidation Events

  	
   

  
	
  SECTION 8.02

  	
  Mandatory CP Wind-Down Events

  	
   

  
	
  SECTION 8.03

  	
  Remedies.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX                            REPRESENTATIONS AND WARRANTIES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 9.01

  	
  Corporate Existence

  	
   

  
	
  SECTION 9.02

  	
  Corporate Power; Authorization; Enforceable
  Obligation

  	
   

  
	
  SECTION 9.03

  	
  No Legal Bar

  	
   

  
	
  SECTION 9.04

  	
  No Material Litigation

  	
   

  
	
  SECTION 9.05

  	
  Security Interest.

  	
   

  
	
  SECTION 9.06

  	
  Commercial Paper; Investment Company Act

  	
   

  
	
  SECTION 9.07

  	
  Securities Act

  	
   

  
	
  SECTION 9.08

  	
  Accuracy of Information

  	
   

  
	
  SECTION 9.09

  	
  Taxes and ERISA Liability

  	
   

  
	
  SECTION 9.10

  	
  Federal Regulations

  	
   

  
	
  SECTION 9.11

  	
  No Change

  	
   

  
	
  SECTION 9.12

  	
  Solvency

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE X                                THE ADMINISTRATIVE AGENT AND THE LIQUIDITY
  BANKS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 10.01

  	
  Appointment of the Administrative Agent

  	
   

  
	
  SECTION 10.02

  	
  Resignation of the Administrative Agent

  	
   

  
	
  SECTION 10.03

  	
  Obligations Several

  	
   

  
	
  SECTION 10.04

  	
  Multiple Capacities

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI                            MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 11.01

  	
  Computations

  	
   

  
	
  SECTION 11.02

  	
  Exercise of Rights

  	
   

  
	
  SECTION 11.03

  	
  Amendment and Waiver

  	
   

  
	
  SECTION 11.04

  	
  Expenses and Indemnification.

  	
   

  



 


ii

















 


	
  SECTION 11.05

  	
  Successors and Assigns.

  	
   

  
	
  SECTION 11.06

  	
  Notices, Requests, Demands

  	
   

  
	
  SECTION 11.07

  	
  Survival

  	
   

  
	
  SECTION 11.08

  	
  GOVERNING LAW

  	
   

  
	
  SECTION 11.09

  	
  Counterparts

  	
   

  
	
  SECTION 11.10

  	
  Setoff

  	
   

  
	
  SECTION 11.11

  	
  Further Assurances

  	
   

  
	
  SECTION 11.12

  	
  No Bankruptcy Petition Against BAFC;
  Liability of BAFC.

  	
   

  
	
  SECTION 11.13

  	
  No Recourse Loan

  	
   

  
	
  SECTION 11.14

  	
  Knowledge of BAFC

  	
   

  
	
  SECTION 11.15

  	
  Descriptive Headings

  	
   

  
	
  SECTION 11.16

  	
  Consent to Jurisdiction and Service of
  Process

  	
   

  
	
  SECTION 11.17

  	
  Confidentiality

  	
   

  
	
  SECTION 11.18

  	
  Final Agreement

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ANNEX Y

  	
  List of
  Liquidity Commitment Tranches and Liquidity Bank Percentages

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
  Form
  of Liquidity Loan Note

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT B

  	
  Form
  of Assignment and Assumption Agreement

  	
   

  
				



 


iii

















 


FIFTH AMENDED AND RESTATED


 


LIQUIDITY AGREEMENT


 


FIFTH AMENDED AND
RESTATED LIQUIDITY AGREEMENT, dated as of July 3, 2003 (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 Fourth Amended
and Restated Liquidity Agreement, dated as of September 6, 2002, 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
attached to the Fourth Amended and Restated Pooling Agreement, dated as of May
1, 2003, 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.


 

















 


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 latest occurring Liquidity Tranche
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 latest occurring Liquidity Tranche
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 


 


2

















 


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


 


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


 


ARTICLE III



LIQUIDITY LOANS


 


SECTION 3.01                    Liquidity
Loans.


 


(a)                                  Subject
to and upon the terms and conditions herein set forth, each Liquidity Bank
under a Liquidity Commitment Tranche severally agrees on a revolving basis
prior to the respective Liquidity Tranche 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 or, with respect to Liquidity
Loans made pursuant to subsections 3.01(a)(ii) and 3.01(a)(v),
the applicable Liquidity Commitment Tranche, 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 


 


3

















 


of the occurrence
of a Mandatory CP Wind-Down Event) issue additional Commercial Paper in an
aggregate net amount sufficient to repay in full all Commercial Paper maturing
on such day (the excess of the amount required to pay in full all such
Commercial Paper maturing on such day after giving effect to any disbursement
with respect to such maturing Commercial Paper from the Cash Collateral Account
or the Commercial Paper Account, over the sum of the net amount obtained by the
issuance of Commercial Paper on such day, being hereinafter referred to as a “Commercial
Paper Deficit”), 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 from each Liquidity Commitment Tranche 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 a Liquidity Tranche Expiration Date described
in subsection 4.03(b) or (c) hereof, then each Liquidity
Bank with respect to the Liquidity Commitment Tranche that is not being
extended 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 Tranche Expiration Date make a Liquidity Loan in a principal
amount equal to (1) the product of (A) such Liquidity Bank’s Percentage of
the Liquidity Commitment of such Liquidity Commitment Tranche 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) 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) times (B) a percentage equal to (x) the
Liquidity Commitment of such Liquidity Commitment Tranche divided by (y)
the Aggregate Liquidity Commitment.


 


(iii)                               Not
later than the fifth Business Day prior to any upcoming Liquidity Tranche
Expiration Date with respect to which there exists an Exiting Bank, the Exiting
Bank shall, upon receipt by the Administrative Agent of 


 


4

















 


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) under such Liquidity
Commitment Tranche in a principal amount equal to (1) the product of (A) the
sum of such Exiting Bank’s Percentage of the Liquidity Commitments of each
Liquidity Commitment Tranche that is not being extended by the Exiting Bank
(prior to any reduction as a result of the removal of the Exiting Bank) times
(B) the Face Amount of Commercial Paper then outstanding, after giving effect
to funds otherwise available to pay such Commercial Paper on such day, less
(2) the product of (A) 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) times (B) a percentage equal to (x) the
sum of the Liquidity Commitments of each Liquidity Commitment Tranche that is
not being extended by the Exiting Bank divided by (y) the Aggregate
Liquidity Commitment.


 


(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 a Liquidity Commitment
Tranche times (B) the amount of the Borrowing requested by BAFC or the
Depositary under such Liquidity Commitment Tranche, less (2) the product
of (A) 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) times (B) a percentage equal to (x) the Liquidity
Commitment of such Liquidity Commitment Tranche divided by


 


5

















 


 (y) the Aggregate Liquidity
Commitment.  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 Issuing, Paying and Depositary Agreement), shall give the Administrative
Agent telephonic (confirmed in writing promptly thereafter) or written notice
with respect to each applicable Liquidity Commitment Tranche (each, a “Notice
of Borrowing”) of the aggregate principal amount of any Liquidity Loan
required by subsection 3.01(a) hereof  (i) for each Borrowing consisting of a Prime Rate
Liquidity Loan, not later than 11:00 a.m. (New York City time) on the date of
such Borrowing, or (ii) for each Borrowing consisting of a LIBOR Liquidity
Loan, not later than 11:00 A.M. (New York City time) three Business Days before
the date of such Borrowing.  Each such
Notice of Borrowing shall specify: (i) the type of Liquidity Loan comprising
such Borrowing, (ii) the amount of such Borrowing required by subsection 3.01(a)
hereof that is allocated to such Liquidity Commitment Tranche; 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 with
respect to the applicable Liquidity Commitment Tranche(s) 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) and (iv)
shall be made ratably by the Liquidity Banks in proportion to each Liquidity
Bank’s Percentage of the Aggregate Liquidity Commitment.  Each Borrowing pursuant to subsection 3.01(a)(ii)
shall be made ratably by the Liquidity Banks under the Liquidity Commitment
Tranche that is not being extended in proportion to each such Liquidity Bank’s
Percentage of the Liquidity Commitment of such Liquidity Commitment
Tranche.  Each Borrowing pursuant to subsection 3.01(a)(v)
shall be made ratably by the Liquidity Banks in proportion to each Liquidity
Bank’s Percentage of the Liquidity Commitment Tranche or Tranches to which such
Borrowing is allocated.  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 


 


6

















 


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
Liquidity Commitment(s) under the Liquidity Commitment Tranche or Tranches to
which such Liquidity Loans are allocated minus (ii) the product of (x)
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)
times (y) a percentage equal to (1) the sum of the Liquidity
Commitment(s) of the Liquidity Commitment Tranche or Tranches to which such
Liquidity Loans were allocated divided by (2) the Aggregate Liquidity
Commitment; provided, that the aggregate principal amount of all
Liquidity Loans made by any Liquidity Bank and outstanding at any time of
determination shall not exceed the sum of the amounts set forth beside the name
of such Liquidity Bank under the heading “Dollar Amount” of Liquidity
Commitment Tranche A and Liquidity Commitment Tranche B on Annex Y (regardless
of which Liquidity Commitment Tranche is or has been utilized).


 


(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.


 


(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 respective Liquidity
Tranche Expiration Date to which such Liquidity Loan relates 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 under the
applicable Liquidity Commitment Tranche(s) (or solely an Exiting Bank in the
case of an Exiting Loan) shall make available to the 


 


7

















 


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 under such Liquidity
Commitment Tranche(s) on such day; provided, however, that with
respect to any Liquidity Bank that is assigned a short-term credit rating below
“A-1”, “P-1” and “F1” by S&P, Moody’s or Fitch, 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.


 


(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 


 


8

















 


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


 


(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.


 


9

















 


SECTION 3.02                    The
Liquidity Loan Notes.


 


(a)                                  BAFC’s
obligation to pay the principal of and interest on all the Liquidity Loans
under a Liquidity Commitment Tranche 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 Liquidity Commitment under such
Liquidity Commitment Tranche (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 Tranche Expiration Date
to which such Liquidity Loan Note relates and the date on which a Mandatory
Liquidation Event has occurred and the Administrative Agent shall have declared
the Liquidity Loan Note to be due and payable; (5) be entitled to the benefits
of this Agreement, the Guaranty, the Letter of Credit and the Security
Agreement; and (6) be substantially in the form of Exhibit A to this
Agreement with blanks appropriately completed in conformity herewith.  Each Liquidity Bank shall, and is hereby
authorized to, make a notation on the schedule attached to its Liquidity
Loan Note (or on a continuation of such schedule), or in the records of such
Liquidity Bank, of the date and amount of the payment of principal thereon
(which notations shall, in absence of evidence to the contrary, be presumptive
evidence of the outstanding principal amount thereof) and prior to any transfer
of its Liquidity Loan Note, such Liquidity Bank shall endorse the outstanding
principal amount of such Liquidity Loan Note on the schedule attached
thereto; provided, however, that the failure to make such a
notation shall not adversely affect such Liquidity Bank’s rights with respect
to the Liquidity Loans.


 


(b)                                 Although
the Liquidity Loan Note of each Liquidity Bank shall be dated the date such
Liquidity Bank becomes a party to this Agreement, interest in respect thereof
shall be payable only for the periods during which Liquidity Loans are
outstanding thereunder.  In addition,
although the stated principal amount of the Liquidity Loan Note shall be equal
to the related Liquidity Bank’s Percentage of the Liquidity Commitment under
the related Liquidity Commitment Tranche, 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 


 


10

















 


(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 (calculated on the basis of
actual days elapsed in a year of 360 days) 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 the
last day of the related Interest Period with respect to LIBOR Liquidity Loans
and 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.


 


11

















 


ARTICLE IV



OTHER CREDIT TERMS


 


SECTION 4.01                    Fees.


 


(a)                                  Prior
to the applicable Liquidity Tranche Expiration Date with respect to a Liquidity
Commitment Tranche or the termination of a Liquidity Commitment Tranche in
accordance with Section 8.03, BAFC agrees to pay to the Administrative
Agent for distribution to each Liquidity Bank with respect to such Liquidity
Commitment Tranche pro rata in accordance with their respective Percentage of
such Liquidity Commitment Tranche, a fee (the “Commitment Fee”) which
shall accrue on each day in an amount equal to the product of (i) the Unused
Fee Rate with respect to such Liquidity Commitment Tranche times (ii)
the excess of the average Liquidity Commitment of such Liquidity Commitment
Tranche on such day over the average outstanding principal balance of any
Liquidity Loans allocated to such Liquidity Commitment Tranche 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 the following fees (collectively, the “Utilization Fee”) to the
Administrative Agent for distribution to each Liquidity Bank that has made a
Liquidity Loan: (a) pro rata in accordance with such Liquidity Bank’s
Percentage of Liquidity Commitment Tranche A , a fee which shall accrue on each
day during such fiscal quarter in an amount equal to the product of (i) the
Utilization Fee Rate for such Liquidity Commitment Tranche A times (ii)
the average principal amount of Liquidity Loans outstanding under Liquidity
Commitment Tranche A (if any) during such fiscal quarter and (b) pro rata in
accordance with such Liquidity Bank’s Percentage of Liquidity Commitment
Tranche B, a fee which shall accrue on each day during such fiscal quarter in
an amount equal to the product of (i) the Utilization Fee Rate for such
Liquidity Commitment Tranche B times (ii) the average principal amount
of Liquidity Loans outstanding under Liquidity Commitment Tranche B (if any)
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 


 


12

















 


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 (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 the fee letter between BAFC and the Administrative Agent dated the date
hereof.


 


SECTION 4.02                    Termination
or Reduction of a Liquidity Commitment Tranche.


 


(a)                                  Subject
to this subsection 4.02(a), BAFC shall have the right, at any time
and from time to time to (i) terminate a Liquidity Commitment Tranche in whole
or (ii) permanently reduce a Liquidity Commitment Tranche 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 such Liquidity Commitment Tranche shall be
effective on the scheduled date specified in BAFC’s notice; provided, however,
that no such termination of such Liquidity Commitment Tranche shall be
effective if, on the scheduled date thereof, any Liquidity Loan under such
Liquidity Commitment Tranche 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 under such Liquidity Commitment Tranche shall
be outstanding; provided, further, that no such reduction in a
Liquidity Commitment Tranche 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 all Liquidity Commitment Tranches shall be effective if, on the
scheduled date thereof, any Commercial Paper for which liquidity is provided
under the terminated Liquidity Commitment Tranches 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 all of the Liquidity
Commitment Tranches 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 


 


13

















 


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 a Liquidity Commitment Tranche.


 


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


 


(b)                                 On
any Business Day (i) in the case of Liquidity Commitment Tranche A, which is
not more than sixty (60) days prior to and at least forty-five (45) days prior
to the then-current Liquidity Tranche Expiration Date for Liquidity Commitment
Tranche A and (ii) in the case  of
Liquidity Commitment Tranche B, which is at least forty-five (45) days prior to
the then-current Liquidity Tranche Expiration Date for Liquidity Commitment
Tranche B, BAFC may notify the Administrative Agent in writing of BAFC’s desire
to extend a particular Liquidity Tranche Expiration Date, whereupon the
Administrative Agent shall notify each Liquidity Bank with respect to such
Liquidity Commitment Tranche 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 Tranche
Expiration Date with respect to its Percentage of such Liquidity Commitment
Tranche.  No Liquidity Bank shall agree
to extend the Liquidity Tranche Expiration Date for Liquidity Commitment
Tranche A on any Business Day which is more than forty-five (45) days prior to
the then-current Liquidity Tranche Expiration Date.  The Administrative Agent shall initially notify BAFC, the
Collateral Agent and the Depositary of the decisions of the Liquidity Banks
regarding such extension no later than twenty-five (25) days before the
then-current Liquidity Tranche Expiration Date with respect to the applicable
Liquidity Commitment Tranche and if it 


 


14

















 


has not provided such notification, such failure shall be deemed to be
a rejection of extension of such Liquidity Tranche 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 Tranche Expiration Date for such
Liquidity Commitment Tranche, and upon execution and delivery of such documents
and delivery by the Administrative Agent to the Depositary of written notice of
such extension, the related Liquidity Tranche 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 Tranche
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 related Liquidity Commitment Tranche at any time prior to or
as of the related Liquidity Tranche 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 Liquidity Commitment Tranche 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 related
Liquidity Commitment Tranche by an amount equal to such non-extending Liquidity
Bank’s Percentage of such Liquidity Commitment Tranche; or


 


(ii)                                  to
the extent that the reduction of the Liquidity Commitment Tranche 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
Liquidity Commitment Tranche by an amount equal to the sum of each Exiting
Bank’s Percentage of such Liquidity Commitment Tranche; provided, that,
notwithstanding anything else herein or in the Security Agreement to the
contrary, (A) each Exiting Bank shall make a Liquidity Loan to BAFC (an “Exiting
Loan”) as provided in subsection 


 


15

















 


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
Tranche 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 Tranche 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 Tranche Expiration Date and (if applicable) such
successor Liquidity Bank’s or Liquidity Banks’ assumption of a non-extending
Liquidity Bank’s Percentage of the Liquidity Commitment Tranche.  Upon the execution and delivery of such
documents and instruments, such Liquidity Tranche 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 


 


16

















 


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 the
Liquidity Commitment with respect to any Liquidity Commitment Tranche,


 


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 the Liquidity Commitment with
respect to any Liquidity Commitment Tranche 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


 


17

















 


avoided or
mitigated, including without limitation, fulfilling any such Liquidity Bank’s
obligations through another branch or affiliate.


 


(c)                                  If
any Liquidity Bank shall have determined that on or after the date hereof, the
adoption of any applicable law, rule or regulation regarding capital adequacy,
or 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 


 


18

















 


immediately
available funds) and to delegate to the Replacement Person its obligations to
BAFC and its future obligations to the Administrative Agent under this
Agreement.  Upon such sale and
delegation by the Affected Person and the purchase and assumption by the
Replacement Person, and compliance with the provisions of Section 11.05
hereof, the Affected Person shall cease to be a Liquidity Bank hereunder and
the Replacement Person shall become a Liquidity Bank under this Agreement.  Each Affected Person shall continue to be
entitled to receive from BAFC its share of interest, fees, costs and other sums
which have not been assigned by the Affected Person to the Replacement Person.


 


(e)                                  Notwithstanding
anything 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, Moody’s or Fitch is withdrawn, downgraded or
otherwise below “A-1”, “P-1” or “F1”, 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”, “P-1” and
“F1” by S&P, Moody’s and Fitch, respectively, then BAFC may, upon five (5)
Business Days’ prior written notice given to the 


 


19

















 


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, “P-1” by Moody’s and “F1” by Fitch or with a Liquidity Bank already
a party to this Agreement (which bank shall sign such documents and instruments
as shall be appropriate to assume the obligations of such affected Liquidity
Bank hereunder), provided that no such replacement pursuant to this
sentence shall be effective unless each Series 2000-1 Rating Agency shall have
confirmed in writing to BAFC and the Administrative Agent that such replacement
would not result in a withdrawal or reduction of the rating by such Series
2000-1 Rating Agency of the Commercial Paper. 
In the event that such affected Liquidity Bank is not replaced within
thirty (30) days, such affected Liquidity Bank’s Percentage of a Liquidity
Commitment Tranche and its related Liquidity Commitment shall be reduced by
such amount whereupon the Percentages of such Liquidity Commitment Tranche 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 any Liquidity Commitment Tranche 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 


 


20

















 


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 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 


 


21

















 


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”).


 


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 


 


22

















 


Administrative
Agent otherwise obtains knowledge that the L/C Expiration Date has not been
extended by any Letter of Credit Bank and either each Exiting Letter of Credit
Bank has not been replaced or the Letter of Credit Commitment has not been
reduced in accordance with subsection 2.01(d) of the Letter of
Credit Reimbursement Agreement, then the Administrative Agent shall, on or
after the fifth Business Day preceding the upcoming L/C Expiration Date, draw
on the Letter of Credit for the entire Letter of Credit Commitment Shares of
each Exiting Letter of Credit Bank and apply same in accordance with subsection 5.05(c)(ii)
hereof.


 


(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 


 


23

















 


2.01(e)
of the Letter of Credit Reimbursement Agreement, the Administrative Agent shall
present the Letter of Credit to the Letter of Credit Agent and receive the replacement
Letter of Credit on the date specified in BAFC’s request to the Letter of
Credit Agent in accordance with such subsection 2.01(e).  Upon receipt of such replacement Letter of
Credit, or upon receipt of an amended Letter of Credit pursuant to such subsection 2.01(e),
the Administrative Agent shall notify BAFC, the Servicer and the Collateral
Agent by telephone, and shall subsequently transmit a facsimile of such amended
or replacement Letter of Credit to said parties.


 


(g)                                 Letter
of Credit Amount.  On each day prior
to and on the last Liquidity Tranche Expiration Date to occur, 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.


 


24

















 


(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.


 


(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, 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 


 


25

















 


Guarantor, a
favorable opinion dated the date hereof covering the matters as such parties
shall reasonably request and (iii) from Winston & Strawn, counsel for BAFC,
a favorable opinion dated the date hereof covering the matters as such parties
shall reasonably request.


 


(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.


 


26

















 


(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.


 


(s)                                  BAFC
Rating.  The Administrative Agent
shall have received a letter from S&P confirming its “A-1” rating of BAFC’s
commercial paper, a letter from Moody’s confirming its “P-1” rating of BAFC’s
commercial paper and a letter from Fitch confirming its “F1” 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.


 


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, at least “P-1”, in
the case of Moody’s, and at least “F1”, in the case of Fitch, 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.


 


27

















 


(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:


 


28

















 


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 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;


 


29

















 


(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 


 


30

















 


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;


 


31

















 


(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 


 


32

















 


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
$40,000,000;


 


(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 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 


 


33

















 


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 $40,000,000, 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 


 


34

















 


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 0.50:1.0;
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 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), (i) instruct the Depositary not to issue or deliver any
additional Commercial Paper, and (ii) 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 each Liquidity Commitment Tranche
terminated, whereupon the Liquidity Commitment under each Liquidity Commitment
Tranche 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.  Notwithstanding
the previous sentence, upon the occurrence of a Mandatory Liquidation Event
described in subsection 8.01(iv) with respect to BAFC, the 


 


35

















 


Guarantor or the Company or in subsection 8.01(xii)(b),
each Liquidity Commitment Tranche 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 a Liquidity
Commitment Tranche 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
facilities 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 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 


 


36

















 


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 except
the lien and security interest granted pursuant to the Security Agreement in
favor of the Collateral Agent and Permitted Liens.


 


37

















 


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


 


38

















 


SECTION 9.11                    No
Change.  Since December 31,
2001, 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, the Majority Liquidity Banks or all the Liquidity Banks under
a Liquidity Commitment Tranche, as applicable (and shall be fully protected in
acting or refraining from acting pursuant to such directions which shall be
binding upon the Liquidity Banks), shall not, without the prior approval of all
the Liquidity Banks consent to any reduction of the Letter of Credit Commitment
pursuant to Section 2.01(d)(i) of the Letter of Credit
Reimbursement 


 


39

















 


Agreement, and shall not, without the prior approval of all the
Liquidity Banks, the Majority Liquidity Banks or all the Liquidity Banks under
a Liquidity Commitment Tranche, 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 furnished
pursuant hereto or thereto or in connection herewith or therewith; (iii) shall
not have 


 


40

















 


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 Wind-Down Event or
Mandatory Liquidation Event and stating that such notice is a “Notice of 


 


41

















 


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 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.


 


42

















 


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, Collateral 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 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 


 


43

















 


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.


 


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.  Any provision of any
Transaction Document to which neither the Administrative Agent nor the
Liquidity Banks are parties, may be amended, waived, supplemented, restated,
discharged or terminated (i) to cure any ambiguity, (ii) to correct any
defective provisions or (iii) to add any other provisions with respect to
matters or questions arising thereunder, which provisions shall not be
inconsistent with any other provisions thereof, without the consent of the
Administrative Agent or the Liquidity Banks; provided such amendment,
waiver, supplement or restatement, does not affect BAFC’s ability to perform
its obligations hereunder in any material adverse respect; and provided,
further, that the Administrative Agent shall have received prior notice
thereof together with copies of any documentation related thereto.  Any other amendment, waiver, supplement or
restatement of a provision of a Transaction Document (including any exhibit
thereto) (other than the Loan Documents) 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 no such
amendment of (a) this Section 11.03, (b) the definition of Majority
Liquidity Banks or (c)


 


44

















 


Section 15 or 17 of the Guaranty
may be made without the prior written consent of Administrative Agent at the
direction of all the Liquidity Banks; provided  further, that no
change relating to (x) the amount of the Liquidity Commitment of any Liquidity
Commitment Tranche, (y) any fees or commissions with respect to, or the
interest rates of the Liquidity Loans made under, any Liquidity Commitment
Tranche, or (z) the extension of a Liquidity Tranche Expiration Date, may be
made without the prior written consent of all the Liquidity Banks within the
applicable Liquidity Commitment Tranche; provided  further, that
any provisions relating to release of the Assigned Collateral, release of the
Guarantor, 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), extension of the L/C Expiration Date
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 under any
Liquidity Commitment Tranche shall not be changed without the consent of such
affected Liquidity Bank. 
Notwithstanding the preceding sentence of this Section 11.03,
any provision of the Transaction Documents 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.  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 form of Loan Documents to the Administrative Agent.  No material change to any Transaction
Document (other than the Loan Documents) will become effective without (i)
prior notice to each Series 2000-1 Rating Agency and (ii) receipt of written confirmation
from each Series 2000-1 Rating Agency that such change will not affect the
rating issued by such Series 2000-1 Rating Agency.


 


Except as provided
in this Section 11.03, no provision of this Agreement shall be
waived, amended or supplemented except by a written instrument executed by each
of the parties hereto.


 


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 


 


45

















 


of counsel and other third party providers of services to the
Administrative Agent in connection with any amendments, supplements or waivers
to this Agreement.


 


(b)                                 BAFC
agrees to indemnify and hold harmless the Administrative Agent and each
Liquidity Bank and each director, officer, employee, affiliate or agent thereof
(each, an “Indemnified Party”) from and against any and all claims,
losses, liabilities (including liabilities for penalties), actions, suits,
judgments, demands, damages, costs and expenses (including, without limitation,
reasonable attorneys’ fees and expenses) whatsoever which such Indemnified
Party may incur (or which may be claimed against such Indemnified Party) by
reason of or in connection with the Transaction Documents or any transactions
contemplated thereby, except to the extent that any such claims, losses,
liabilities (including liabilities for penalties), actions, suits, judgments,
demands, damages, costs or expenses are determined, in a final 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 BAFC may not transfer or assign any or all of its
rights and obligations hereunder without the prior written consent of the
Guarantor, the 


 


46

















 


Administrative Agent and all of the Liquidity Banks; 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 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 


 


47

















 


such Participant.  Each
Liquidity Bank shall promptly notify BAFC in writing of the identity and
interest of each Participant upon any such disposition.  The provisions of Section 4.05, Section 4.06
and Section 11.12 hereof shall apply to any direct or indirect
Participant provided that no Participant shall be entitled to receive any
greater amount pursuant to any such Section than the transferor Liquidity
Bank would have been entitled to receive in respect of the amount of the
participation transferred by such transferor Liquidity Bank to such Participant
had no such transfer occurred.


 


(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 


 


48

















 


commercial paper or other senior indebtedness of any SPC, it will not
institute against, or join any other Person in instituting against, such SPC
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings under the laws of the United States or any State thereof.  In addition, notwithstanding anything to the
contrary contained in this Section 11.05, any SPC may (i) with
notice to, but without the prior written consent of, BAFC and the
Administrative Agent and without paying any processing fee therefore, assign
all or a portion of its interest in any Liquidity Loan to the Granting Bank or
to any financial institutions (consented to by BAFC and the Administrative
Agent) providing liquidity and/or credit support to or for the account of such
SPC to support the funding or maintenance of Liquidity Loans and (ii) disclose
on a confidential basis any non-public information relating to its Liquidity
Loans  to any rating agency, commercial
paper dealer or provider of any surety, guarantee or credit or liquidity
enhancement to such SPC.  This Section may
not be amended without the written consent of the SPC.


 


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 


 


49

















 


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.


 


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.


 


50

















 


(b)                                 Notwithstanding
any other provision hereof or of any other Transaction Documents, the sole
remedy of the Administrative Agent, any Liquidity Bank or any other Person in
respect of any obligation, covenant, representation, warranty or agreement of
BAFC under or related to this Agreement or any other Transaction Document shall
be against the assets of BAFC.  Neither
the Administrative Agent, nor any Liquidity Bank nor any other Person shall
have any claim against BAFC to the extent that such assets are insufficient to
meet such obligations, covenant, representation, warranty or agreement (the
difference being referred to herein as a “shortfall”) and all claims in
respect of the shortfall shall be extinguished; provided, however,
that the provisions of this Section 11.12 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 


 


51

















 


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.


 


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.  Notwithstanding anything herein to the
contrary, the Administrative Agent, each Liquidity Bank, BAFC and the Guarantor
(and any employee, representative or other agent of the Administrative Agent, a
Liquidity Bank, BAFC or the Guarantor) may disclose to any and all persons,
without limitation of any kind, the U.S. federal income tax treatment and the
U.S. federal income tax structure of the transactions contemplated hereby and
all materials of any kind (including opinions or other tax analyses) that are
provided to it relating to such tax treatment and tax structure.  However, no disclosure of any information
relating to such tax treatment or tax structure may be made to the extent
nondisclosure is reasonably necessary in order to comply with applicable
securities laws.


 


This Section 11.17 shall survive the termination of this
Agreement.


 


SECTION 11.18              Final
Agreement.  THIS WRITTEN AGREEMENT,
THE LIQUIDITY LOAN NOTES AND THE LETTER AGREEMENT, DATED JULY 11, 2002,
BETWEEN BAFC AND THE ADMINISTRATIVE AGENT 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.


 


[signature page follows]


 


52

















 


IN WITNESS
WHEREOF, each of the parties hereto has caused a counterpart of this Fifth
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

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK,

  as Administrative Agent  

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ B.B. WUTHRICH 

  
	
   

  	
  Printed Name: 
  B.B. Wuthrich 

  
	
   

  	
  Title:  Vice
  President

  



 

















 


	
   

  	
  JPMORGAN CHASE BANK,

  as Liquidity Bank

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ B.B. WUTHRICH

  
	
   

  	
  Printed Name: 
  B.B. Wuthrich

  
	
   

  	
  Title:  Vice
  President

  



 

















 


	
   

  	
  CITIBANK, N.A.,

  as Liquidity Bank

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JUDITH KENDE

  
	
   

  	
  Printed Name: 
  Judith Kende

  
	
   

  	
  Title:  Vice
  President

  



 

















 


	
   

  	
  BNP PARIBAS,

  as Liquidity Bank

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ PIERRE-JOSEPH COSTA

  
	
   

  	
  Printed Name: 
  Pierre-Joseph Costa

  
	
   

  	
  Title: 
  Managing Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ VINCENT ANIORT

  
	
   

  	
  Printed Name: 
  Vincent Aniort

  
	
   

  	
  Title: 
  Director 

  



 

















 


	
   

  	
  HSBC BANK USA,

  as Liquidity Bank

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ WILLIAM B. MURRAY

  
	
   

  	
  Printed Name: 
  William B. Murray

  
	
   

  	
  Title:  First
  Vice President

  



 

















 


	
   

  	
  BANCO BILBAO VIZCAYA ARGENTARIA,

  as Liquidity Bank

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ SALUSTIANO MACHADO

  
	
   

  	
  Printed Name: 
  Salustiano Machado

  
	
   

  	
  Title:  Vice
  President Global Corporate Banking

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JAY LEVIT

  
	
   

  	
  Printed Name: 
  Jay Levit

  
	
   

  	
  Title:  Vice
  President Global Corporate Banking

  



 

















 


	
   

  	
  SOCIETE GENERALE,

  as Liquidity Bank

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ SEBASTIEN RIBATTO

  
	
   

  	
  Printed Name: 
  Sebastien Ribatto

  
	
   

  	
  Title:  Vice
  President

  



 

















 


	
   

  	
  WESTLB AG, NEW YORK BRANCH,

  as Liquidity Bank

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ROBERT WIESER

  
	
   

  	
  Printed Name: 
  Robert Wieser

  
	
   

  	
  Title: 
  Executive Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MARTIN FRAME

  
	
   

  	
  Printed Name: 
  Martin Frame

  
	
   

  	
  Title: 
  Associate Director

  



 

















 


	
   

  	
  FORTIS BANK (NEDERLAND) N.V.,

  as Liquidity Bank

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ BARBARA STAM

  
	
   

  	
  Printed Name: 
  Barbara Stam

  
	
   

  	
  Title:  Acc.
  Manager

  



 

















 


	
   

  	
  COOPERATIEVE CENTRALE RAIFFEISEN-

  BOERENLEENBANK B.A., “RABOBANK

  NEDERLAND”, NEW YORK BRANCH,

  as Liquidity Bank

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ BRAD PETERSON

  
	
   

  	
  Printed Name: 
  Brad Peterson

  
	
   

  	
  Title: 
  Executive Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ IAN REECE

  
	
   

  	
  Printed Name: 
  Ian Reece

  
	
   

  	
  Title: 
  Managing Director

  



 

















 


	
   

  	
  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

  



 

















 


	
   

  	
  NATEXIS BANQUES POPULAIRES,

  as Liquidity Bank

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEPHEN A. JENDRAS

  
	
   

  	
  Printed Name: 
  Stephen A. Jendras

  
	
   

  	
  Title:  Vice
  President

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ GUILLAUME DE PARSCAU

  
	
   

  	
  Printed Name: 
  Guillaume de Parscau

  
	
   

  	
  Title:  First
  Vice President & Manager,

  Commodities Finance Group

  



 

















 


	
   

  	
  ING BANK N.V. CURACAO BRANCH,

  as Liquidity Bank

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ A.B. ROSARIA

  
	
   

  	
  Printed Name: 
  A.B. Rosaria

  
	
   

  	
  Title:  Risk
  Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ F.B.M HAWKES

  
	
   

  	
  Printed Name: 
  F.B.M. Hawkes

  
	
   

  	
  Title:  Chief
  Operating Officer

  



 

















 


	
   

  	
  KBC BANK N.V.,

  as Liquidity Bank

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ CLAUDE DEROOSE

  
	
   

  	
  Printed Name: 
  Claude Deroose

  
	
   

  	
  Title: 
  Onderdirecteur

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ PATRICK DES MAREZ

  
	
   

  	
  Printed Name: 
  Patrick Des Marez

  
	
   

  	
  Title: 
  Hoofd, Kredieten Bedrijven Antwerpen

  



 

















 


	
   

  	
  THE BANK OF NOVA SCOTIA,

  as Liquidity Bank

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ TODD S. MELLER

  
	
   

  	
  Printed Name: 
  Todd S. Meller

  
	
   

  	
  Title: 
  Managing Director

  



 

















 


	
   

  	
  DEUTSCHE BANK AG,

  NEW YORK BRANCH,

  as Liquidity Bank

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ WILLIAM W. MCGINTY

  
	
   

  	
  Printed Name: 
  William W. McGinty

  
	
   

  	
  Title: 
  Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ SONJA K. SATL

  
	
   

  	
  Printed Name: 
  Sonja K. Satl

  
	
   

  	
  Title:  Vice
  President

  



 

















 


	
   

  	
  STANDARD CHARTERED BANK,

  as Liquidity Bank

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ EVA RUSHKEVICH

  
	
   

  	
  Printed Name: 
  Eva Rushkevich

  
	
   

  	
  Title: 
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ANDREW Y. NG

  
	
   

  	
  Printed Name: 
  Andrew Y. Ng

  
	
   

  	
  Title:  Vice
  President 

  



 

















 


	
   

  	
  HARRIS TRUST AND SAVINGS BANK,

  as Liquidity Bank

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ROBERT H. WOLOHAN

  
	
   

  	
  Printed Name: 
  Robert H. Wolohan

  
	
   

  	
  Title:  Vice
  President

  



 

















 


	
   

  	
  SUNTRUST BANK,

  as Liquidity Bank

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ HUGH E. BROWN

  
	
   

  	
  Printed Name: 
  Hugh E. Brown

  
	
   

  	
  Title:  Vice
  President

  



 

















 


	
   

  	
  CREDIT SUISSE FIRST BOSTON,

  as Liquidity Bank

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ KARL STUDER

  
	
   

  	
  Printed Name: 
  Karl Studer

  
	
   

  	
  Title: 
  Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ CEDRIC EVARD

  
	
   

  	
  Printed Name: 
  Cedric Evard

  
	
   

  	
  Title:  AVP

  



 

















 


ANNEX
Y


 


	
  Liquidity Commitment Tranche A

  	
   

  	
  Expiration Date:  July 2, 2004

  



 


	
  Banks

  	
   

  	
  Percentage
  of Liquidity

  Commitment Tranche

  	
   

  	
  Percentage
  of Aggregate

  Liquidity Commitment

  	
   

  	
  Dollar

  Amount

  	
   

  
	
  JPMorgan Chase Bank

  	
   

  	
  9.71

  	
  %

  	
  10.75

  	
  %

  	
  $

  	
  36,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Citibank, N.A.

  	
   

  	
  9.71

  	
  %

  	
  10.75

  	
  %

  	
  $

  	
  36,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BNP Paribas

  	
   

  	
  6.65

  	
  %

  	
  7.12

  	
  %

  	
  $

  	
  25,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SunTrust Bank

  	
   

  	
  6.38

  	
  %

  	
  4.00

  	
  %

  	
  $

  	
  24,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Banco Bilbao Vizcaya Argentaria

  	
   

  	
  5.85

  	
  %

  	
  6.33

  	
  %

  	
  $

  	
  22,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Credit Suisse First Boston

  	
   

  	
  5.85

  	
  %

  	
  3.67

  	
  %

  	
  $

  	
  22,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HSBC Bank USA

  	
   

  	
  5.85

  	
  %

  	
  6.33

  	
  %

  	
  $

  	
  22,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Societe Generale

  	
   

  	
  5.85

  	
  %

  	
  6.33

  	
  %

  	
  $

  	
  22,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WestLB AG, New York Branch

  	
   

  	
  5.85

  	
  %

  	
  6.33

  	
  %

  	
  $

  	
  22,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fortis Bank (Nederland) N.V.

  	
   

  	
  5.32

  	
  %

  	
  5.67

  	
  %

  	
  $

  	
  20,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cooperatieve Centrale
  Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch

  	
   

  	
  5.32

  	
  %

  	
  5.53

  	
  %

  	
  $

  	
  20,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ABN Amro Bank N.V.

  	
   

  	
  3.99

  	
  %

  	
  4.17

  	
  %

  	
  $

  	
  15,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Natexis
  Banques Populaires

  	
   

  	
  3.99

  	
  %

  	
  4.17

  	
  %

  	
  $

  	
  15,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Deutsche Bank AG, New York Branch

  	
   

  	
  3.99

  	
  %

  	
  2.50

  	
  %

  	
  $

  	
  15,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Harris Trust and Savings Bank

  	
   

  	
  3.99

  	
  %

  	
  2.50

  	
  %

  	
  $

  	
  15,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Standard Chartered Bank

  	
   

  	
  3.99

  	
  %

  	
  2.50

  	
  %

  	
  $

  	
  15,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ING Bank N.V. Curacao Branch

  	
   

  	
  2.93

  	
  %

  	
  3.17

  	
  %

  	
  $

  	
  11,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  KBC Bank N.V.

  	
   

  	
  2.39

  	
  %

  	
  2.50

  	
  %

  	
  $

  	
  9,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The Bank of Nova Scotia

  	
   

  	
  2.39

  	
  %

  	
  2.50

  	
  %

  	
  $

  	
  9,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
  $

  	
  376,000,000

  	
   

  



 


Y-1

















 


	
  Liquidity Commitment Tranche B

  	
   

  	
  Expiration Date:  July 7, 2005

  



 


	
  Banks

  	
   

  	
  Percentage
  of Liquidity

  Commitment Tranche

  	
   

  	
  Percentage
  of Aggregate

  Liquidity Commitment

  	
   

  	
  Dollar

  Amount

  	
   

  
	
  JPMorgan Chase Bank

  	
   

  	
  12.5

  	
  %

  	
  10.75

  	
  %

  	
  $

  	
  28,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Citibank, N.A.

  	
   

  	
  12.5

  	
  %

  	
  10.75

  	
  %

  	
  $

  	
  28,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Credit Lyonnais New York Branch

  	
   

  	
  8.39

  	
  %

  	
  3.13

  	
  %

  	
  $

  	
  18,800,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BNP Paribas

  	
   

  	
  8.04

  	
  %

  	
  7.12

  	
  %

  	
  $

  	
  18,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HSBC Bank USA

  	
   

  	
  7.14

  	
  %

  	
  6.33

  	
  %

  	
  $

  	
  16,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Banco Bilbao Vizcaya Argentaria

  	
   

  	
  7.14

  	
  %

  	
  6.33

  	
  %

  	
  $

  	
  16,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Societe Generale

  	
   

  	
  7.14

  	
  %

  	
  6.33

  	
  %

  	
  $

  	
  16,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WestLB AG, New York Branch

  	
   

  	
  7.14

  	
  %

  	
  6.33

  	
  %

  	
  $

  	
  16,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fortis Bank (Nederland) N.V.

  	
   

  	
  6.25

  	
  %

  	
  5.67

  	
  %

  	
  $

  	
  14,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cooperatieve Centrale
  Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch

  	
   

  	
  5.89

  	
   %

  	
  5.53

  	
  %

  	
  $

  	
  13,200,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ABN Amro Bank N.V.

  	
   

  	
  4.46

  	
  %

  	
  4.17

  	
  %

  	
  $

  	
  10,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Natexis
  Banques Populaires

  	
   

  	
  4.46

  	
  %

  	
  4.17

  	
  %

  	
  $

  	
  10,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ING Bank N.V. Curacao Branch

  	
   

  	
  3.57

  	
  %

  	
  3.17

  	
  %

  	
  $

  	
  8,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  KBC Bank N.V.

  	
   

  	
  2.68

  	
  %

  	
  2.50

  	
  %

  	
  $

  	
  6,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The Bank of Nova Scotia

  	
   

  	
  2.68

  	
  %

  	
  2.50

  	
  %

  	
  $

  	
  6,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
  $

  	
  224,000,000

  	
   

  



 


Y-2

















 


EXHIBIT A
to

Liquidity Agreement


 


BUNGE ASSET FUNDING CORP.


 


LIQUIDITY LOAN NOTE


 


TRANCHE [A/B]


 


	
  $

  	
  New York, New York

  
	
   

  	
  [                          ],
  2003

  



 


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 applicable Liquidity Tranche 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 under the
above-captioned Liquidity Commitment Tranche 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 Fifth Amended and Restated
Liquidity Agreement, dated as of July 3, 2003 (as from time to time in
effect, the “Liquidity Agreement”), among BAFC, certain lenders
(including the Liquidity Bank) and JP Morgan Chase Bank, as agent for such
lenders (the “Administrative Agent”). 
This Note is secured by the Third Amended and Restated Security
Agreement dated as of July 11, 2002, 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 


 


A-1

















 


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.


 


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

















 


EXHIBIT B
to

Liquidity Agreement


 


FORM
OF ASSIGNMENT AND ASSUMPTION


 


Reference is made
to the Fifth Amended and Restated Liquidity Agreement, dated as of July 3,
2003 (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 Liquidity Commitment Tranche, 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 Liquidity Commitment Tranche 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 Liquidity Commitment Tranche assumed by the
Assignee pursuant hereto and to the order of the Assignor in an amount equal to
the Percentage of the Liquidity Commitment Tranche 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; 


 


B-1

















 


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

















 


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


 


B-3

















 


ANNEX 1

TO

ASSIGNMENT AND ASSUMPTION


 


	
  Liquidity Commitment Tranche to which
  Assignment and Assumption relates:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Percentage of Liquidity Commitment Tranche
  assigned:

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Percentage of Aggregate Liquidity
  Commitment assigned:

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Assignee’s Percentage of the Liquidity
  Commitment Tranche (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 Liquidity
  Commitment Tranche 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 Liquidity
  Commitment (in Dollars) and Principal Amount of Liquidity Loan Note payable
  to Assignor after giving effect to such sale and assignment:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Principal Amount of Liquidity Loans payable
  to Assignor after giving effect to such sale and assignment:

  	
   

  	
  $

  	
  —

  	
   

  



 

















 


	
  Effective Date (if other than date of
  acceptance

  by Administrative Agent):

  	
   

  	
  , 20

  	
   

  



 


 


	
   

  	
  [

  	
   

  	
  ],

  
	
   

  	
  as Assignor,

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title

  	
   

  
	
   

  	
   

  
	
   

  	
  Dated

  	
   

  	
  , 20

  	
   

  	
   

  
										



 

















 


	
   

  	
  [

  	
   

  	
  ],

  
	
   

  	
  as Assignee,

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title

  	
   

  
	
   

  	
   

  
	
   

  	
  Dated

  	
   

  	
  , 20

  	
   

  	
   

  
										



 


Accepted this          day  of
                    
20    


 


	
  JPMORGAN CHASE BANK,

  as Administrative Agent

  
	
   

  
	
  By

  	
   

  	
   

  
	
   

  
	
  Title

  	
   

  	
   

  
	
   

  
	
  Dated

  	
   

  	
  , 20

  	
   

  	
   

  
								



 


 


BUNGE LIMITED, 

as Guarantor


 


 


	
  JPMORGAN CHASE BANK,

  as Administrative Agent

  
	
   

  
	
  By

  	
   

  	
   

  
	
   

  
	
  Title

  	
   

  	
   

  
	
   

  
	
  Dated

  	
   

  	
  , 20