Common use of Appointment of the Administrative Agent Clause in Contracts

Appointment of the Administrative Agent. Each Liquidity Bank hereby irrevocably appoints JPMorgan Chase Bank, N.A. as its Administrative Agent hereunder, under the Guaranty, under the Letter of Credit Reimbursement Agreement, under the Letter of Credit and under the Security Agreement and hereby authorizes the Administrative Agent to take such action on its behalf to execute, deliver and perform such documents on its behalf, and to exercise such rights, remedies, powers and privileges hereunder or thereunder as are specifically authorized to be exercised by the Administrative Agent by the terms hereof or thereof, together with such rights, remedies, powers and privileges as are reasonably incidental thereto. The Administrative Agent may execute any of its duties hereunder and under the Security Agreement by or through agents or employees, and the Administrative Agent shall not be responsible for the negligence or misconduct of any such agents or employees selected by it with reasonable care. The relationship between the Administrative Agent and each Liquidity Bank is that of agent and principal only, and nothing herein shall be deemed to constitute or appoint the Administrative Agent a trustee or fiduciary for any Liquidity Bank or impose on the Administrative Agent any obligations other than those for which express provision is made herein, under the Guaranty, under the Letter of Credit Reimbursement Agreement, under the Letter of Credit or in the Security Agreement. Upon receipt, the Administrative Agent will forward to each Liquidity Bank (a) an executed copy of the Transaction Documents, (b) a copy of each Monthly Settlement Statement and Daily Report, and (c) a copy of each financial statement, accountant’s certification and officer’s certificate specified in Section 7.01 hereof and in Section 8.1 of the Guaranty. The Administrative Agent shall not have any duty to exercise any right, power, remedy or privilege granted to it hereby or thereby, or to take any affirmative action or exercise any discretion hereunder or thereunder, including, without limitation, the right of the Administrative Agent to instruct the Depositary not to issue or deliver Commercial Paper under the provisions of subsection 2.01(a) hereof and the Depositary Agreement, unless directed to do so by all the Liquidity Banks or the Majority Liquidity Banks, as applicable (and shall be fully protected in acting or refraining from acting pursuant to such directions which shall be binding upon the Liquidity Banks), shall not, without the prior approval of all the Liquidity Banks consent to any reduction of the Letter of Credit Commitment pursuant to Section 2.01(d)(i) of the Letter of Credit Reimbursement Agreement, and shall not, without the prior approval of all the Liquidity Banks or the Majority Liquidity Banks, as applicable, consent to any material departure by BAFC or the Depositary from the terms hereof or thereof, waive any default on the part of any such party under any such agreement or instrument or amend, modify, supplement or terminate, or agree to any surrender of, any such agreement or instrument; provided, that the foregoing limitation on the authority of the Administrative Agent is for the benefit of the Liquidity Banks and shall not impose any obligation on BAFC to investigate or inquire into the authority of the Administrative Agent in any circumstances, and BAFC shall be fully protected in carrying out any request, direction or instruction made or given to BAFC by the Administrative Agent in the exercise of any right, power, remedy or privilege granted to the Administrative Agent hereby or by the terms of any other Transaction Document, receiving or acting upon any consent or waiver granted to BAFC hereunder or thereunder by the Administrative Agent, or entering into any amendment or modification of, or supplement to, this Agreement or any other Transaction Document, and BAFC shall not be subject to the claims of any Liquidity Bank by reason of the lack of authority of the Administrative Agent to take any such action nor shall the lack of authority on the part of the Administrative Agent in any circumstance give rise to any claim on the part of BAFC against any Liquidity Bank; and provided, further, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement, or applicable law. 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 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 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.

Appointment of the Administrative Agent. Each Liquidity Lender (in its capacities as a Lender and a potential Hedge Bank or Cash Management Bank) and each Issuing Bank hereby irrevocably designates and appoints JPMorgan Chase BankXxxxxx Xxxxxxx Senior Funding, N.A. Inc. as its the Administrative Agent hereunder, under the Guaranty, under the Letter of Credit Reimbursement Agreement, under the Letter of Credit hereunder and under the Security Agreement other Loan Documents, and each Lender and each Issuing Bank hereby authorizes Xxxxxx Xxxxxxx Senior Funding, Inc. to act as the Administrative Agent in accordance with the terms hereof and the other Loan Documents. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Secured Parties hereby irrevocably appoints and authorizes the Administrative Agent to take act as the agent of such action Lender for purposes of acquiring, holding and enforcing any and all Liens on its behalf the Collateral and any other collateral granted by any of the Loan Parties to executesecure any of the Secured Obligations, deliver and perform together with such documents on its behalf, and to exercise such rights, remedies, powers and privileges hereunder or thereunder discretion as are specifically authorized reasonably incidental thereto (including, without limitation, to be exercised enter into additional Loan Documents or supplements to existing Loan Documents on behalf of the Secured Parties). In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent by pursuant to this Article 8 for purposes of holding or enforcing any Lien on the terms hereof Collateral or any other collateral (or any portion thereof) granted under the Security Documents, together or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of Articles 8 and 9 (including Section 9.03, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with such rights, remedies, powers and privileges as are reasonably incidental respect thereto. The Administrative Agent may execute any of hereby agrees to act in its duties hereunder and under capacity as such upon the Security Agreement by or through agents or employees, express conditions contained herein 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 Loan Documents, (b) a copy of each Monthly Settlement Statement and Daily Reportas applicable. Except for Section 8.12, and (c) a copy of each financial statement, accountant’s certification and officer’s certificate specified in Section 7.01 hereof and in Section 8.1 of the Guaranty. The Administrative Agent shall not have any duty to exercise any right, power, remedy or privilege granted to it hereby or thereby, or to take any affirmative action or exercise any discretion hereunder or thereunder, including, without limitation, the right of the Administrative Agent to instruct the Depositary not to issue or deliver Commercial Paper under the provisions of subsection 2.01(a) hereof and the Depositary Agreement, unless directed to do so by all the Liquidity Banks or the Majority Liquidity Banks, as applicable (and shall be fully protected in acting or refraining from acting pursuant to such directions which shall be binding upon the Liquidity Banks), shall not, without the prior approval of all the Liquidity Banks consent to any reduction of the Letter of Credit Commitment pursuant to Section 2.01(d)(i) of the Letter of Credit Reimbursement Agreement, and shall not, without the prior approval of all the Liquidity Banks or the Majority Liquidity Banks, as applicable, consent to any material departure by BAFC or the Depositary from the terms hereof or thereof, waive any default on the part of any such party under any such agreement or instrument or amend, modify, supplement or terminate, or agree to any surrender of, any such agreement or instrument; provided, that the foregoing limitation on the authority of the Administrative Agent is this Article 8 are solely for the benefit of the Liquidity Banks Agents and Lenders and no Loan Party 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 any duty to ascertain or to inquire rights as to the performance or observance a third party beneficiary 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 provisions thereof (except as expressly set forth in connection herewith or therewith, on the part of any party hereto or thereto or to inspect the property (including the books Section 8.07). In performing its functions 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 duties hereunder, the Administrative Agent shall act solely as an agent of Lenders and does 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 assume and shall not be deemed to have knowledge or notice assumed, and the use of the occurrence term “agent” (or any similar term) herein or in any other Loan Documents is not intended to connote, any obligation towards or relationship of a Series 2000-1 Early Amortization Event, Potential Series 2000-1 Early Amortization Event, Mandatory CP Wind-Down Event agency or Mandatory Liquidation Event unless the Administrative Agent has received written notice from a Liquidity Bank, the Servicer, the Company, the Guarantor trust with 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 for Borrower or Mandatory Liquidation Event and stating that such notice is a “Notice any of Series 2000-1 Early Amortization Event,” “Notice of Potential Series 2000-1 Early Amortization Event,” “Notice of Mandatory CP Wind-Down Event” or “Notice of Mandatory Liquidation Event,” as the case may beits Subsidiaries. In the event that the Administrative Agent receives such a notice As of the occurrence Effective Date, no Arranger in such capacity shall have any obligations but shall be entitled to all benefits of a Series 2000-1 Early Amortization Eventthis Article 8. Each Arranger may resign from such role at any time, Mandatory CP Wind-Down Eventwith immediate effect, Potential Series 2000-1 Early Amortization Event or Mandatory Liquidation Event, the Administrative Agent shall promptly give by giving prior written 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 hereunderBorrower.

Appointment of the Administrative Agent. Each Liquidity Bank Lender hereby irrevocably designates and appoints Xxxxxx Xxxxxxx Senior Funding, Inc. as the Administrative Agent hereunder and under the other Loan Documents, and each Lender hereby authorizes Xxxxxx Xxxxxxx Senior Funding, Inc. to act as the Administrative Agent in accordance with the terms hereof and the other Loan Documents. The Administrative Agent shall also act as the “collateral agent” under any Collateral Documents (and for purposes of this Article 8, references to the “Administrative Agent” shall be deemed to be “Administrative Agent and Collateral Agent”), and each of the Lenders hereby irrevocably appoints JPMorgan Chase Bank, N.A. as its Administrative Agent hereunder, under the Guaranty, under the Letter of Credit Reimbursement Agreement, under the Letter of Credit and under the Security Agreement and hereby authorizes the Administrative Agent to take act as the agent of such action Lender for purposes of acquiring, holding and enforcing any and all Liens on its behalf to execute, deliver Collateral granted by any of the Loan Parties and perform such documents on its behalf, and to exercise such rights, remedies, powers and privileges hereunder or thereunder entering into the Collateral Documents as are specifically authorized to be exercised contemplated by the Administrative Agent by the terms hereof or thereofSection 5.10(b), together with such rights, remedies, powers and privileges discretion as are reasonably incidental thereto. The In this connection, the Administrative Agent may execute Agent, as “collateral agent” and any of its duties hereunder co-agents, sub-agents and under the Security Agreement attorneys in-fact appointed by or through agents or employees, and the Administrative Agent shall not be responsible hereunder for the negligence purposes of holding or misconduct of enforcing 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 Lien on the Administrative Agent Collateral (or any obligations other than those for which express provision is made herein, portion thereof) granted 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 Collateral Documents, (b) a copy of each Monthly Settlement Statement or for exercising any rights 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 remedies thereunder at 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 direction of the Administrative Agent Agent, shall be entitled to instruct the Depositary not to issue or deliver Commercial Paper under the benefits of all provisions of subsection 2.01(a) hereof this Article 8 and Article 9 as if set forth in full herein with respect thereto. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the Depositary Agreement, unless directed to do so by all the Liquidity Banks or the Majority Liquidity Banks, as applicable (and shall be fully protected in acting or refraining from acting pursuant to such directions which shall be binding upon the Liquidity Banks), shall not, without the prior approval of all the Liquidity Banks consent to any reduction of the Letter of Credit Commitment pursuant to Section 2.01(d)(i) of the Letter of Credit Reimbursement Agreement, and shall not, without the prior approval of all the Liquidity Banks or the Majority Liquidity Banksother Loan Documents, as applicable, consent to any material departure by BAFC or the Depositary from the terms hereof or thereof, waive any default on the part . The provisions 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 this Article 8 are solely for the benefit of the Liquidity Banks Agents and Lenders and no Loan Party 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 any duty to ascertain or to inquire rights as to the performance or observance a third party beneficiary of any of the termsprovisions thereof (except as expressly set forth in Section 8.07). In performing its functions and duties hereunder, 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 each Agent shall act solely as an agent of Lenders and does 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 assume 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 assumed, and the use of the occurrence term “agent” (or any similar term) herein or in any other Loan Documents is not intended to connote, any obligation towards or relationship of a Series 2000-1 Early Amortization Event, Potential Series 2000-1 Early Amortization Event, Mandatory CP Wind-Down Event agency or Mandatory Liquidation Event unless the Administrative Agent has received written notice from a Liquidity Bank, the Servicer, the Company, the Guarantor trust with 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 for Borrower or Mandatory Liquidation Event and stating that such notice is a “Notice any of Series 2000-1 Early Amortization Event,” “Notice of Potential Series 2000-1 Early Amortization Event,” “Notice of Mandatory CP Wind-Down Event” or “Notice of Mandatory Liquidation Event,” as the case may beits Subsidiaries. In the event that the Administrative Agent receives such a notice As of the occurrence Effective Date, no Arranger in such capacity shall have any obligations but shall be entitled to all benefits of a Series 2000-1 Early Amortization Eventthis Article 8. Each Arranger may resign from such role at any time, Mandatory CP Wind-Down Eventwith immediate effect, Potential Series 2000-1 Early Amortization Event or Mandatory Liquidation Event, the Administrative Agent shall promptly give by giving prior written 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 hereunderBorrower.

Appointment of the Administrative Agent. Each Liquidity Bank Lender hereby irrevocably designates and appoints Cortland Capital Market Services LLC as the Administrative Agent hereunder and under the other Loan Documents, and each Lender hereby authorizes Cortland Capital Market Services LLC to act as the Administrative Agent in accordance with the terms hereof and the other Loan Documents. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Secured Parties hereby irrevocably appoints JPMorgan Chase Bank, N.A. as its Administrative Agent hereunder, under the Guaranty, under the Letter of Credit Reimbursement Agreement, under the Letter of Credit and under the Security Agreement and hereby authorizes the Administrative Agent to take act as the agent of such action Lender for purposes of acquiring, holding and enforcing any and all Liens on its behalf the Collateral and any other collateral granted by any of the Loan Parties to executesecure any of the Obligations, deliver and perform together with such documents on its behalf, and to exercise such rights, remedies, powers and privileges hereunder or thereunder discretion as are specifically authorized reasonably incidental thereto (including, without limitation, to be exercised enter into additional Loan Documents or supplements to existing Loan Documents on behalf of the Secured Parties). In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent by pursuant to this Article 8 for purposes of holding or enforcing any Lien on the terms hereof Collateral or any other collateral (or any portion thereof) granted under the Security Documents, together or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of Articles 8 and 9 (including Section 9.03, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with such rights, remedies, powers and privileges as are reasonably incidental respect thereto. The Administrative Agent may execute any of hereby agrees to act in its duties hereunder and under capacity as such upon the Security Agreement by or through agents or employees, express conditions contained herein 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 Loan Documents, (b) a copy of each Monthly Settlement Statement and Daily Reportas applicable. Except for Section 8.12, and (c) a copy of each financial statement, accountant’s certification and officer’s certificate specified in Section 7.01 hereof and in Section 8.1 of the Guaranty. The Administrative Agent shall not have any duty to exercise any right, power, remedy or privilege granted to it hereby or thereby, or to take any affirmative action or exercise any discretion hereunder or thereunder, including, without limitation, the right of the Administrative Agent to instruct the Depositary not to issue or deliver Commercial Paper under the provisions of subsection 2.01(a) hereof and the Depositary Agreement, unless directed to do so by all the Liquidity Banks or the Majority Liquidity Banks, as applicable (and shall be fully protected in acting or refraining from acting pursuant to such directions which shall be binding upon the Liquidity Banks), shall not, without the prior approval of all the Liquidity Banks consent to any reduction of the Letter of Credit Commitment pursuant to Section 2.01(d)(i) of the Letter of Credit Reimbursement Agreement, and shall not, without the prior approval of all the Liquidity Banks or the Majority Liquidity Banks, as applicable, consent to any material departure by BAFC or the Depositary from the terms hereof or thereof, waive any default on the part of any such party under any such agreement or instrument or amend, modify, supplement or terminate, or agree to any surrender of, any such agreement or instrument; provided, that the foregoing limitation on the authority of the Administrative Agent is this Article 8 are solely for the benefit of the Liquidity Banks Agents and Lenders and no Loan Party 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 any duty to ascertain or to inquire rights as to the performance or observance a third party beneficiary 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 provisions thereof (except as expressly set forth in connection herewith or therewith, on the part of any party hereto or thereto or to inspect the property (including the books Section 8.07). In performing its functions 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 duties hereunder, the Administrative Agent shall act solely as an agent of Lenders and does 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 assume and shall not be deemed to have knowledge or notice assumed, and the use 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 term “Notice of Series 2000-1 Early Amortization Event,agent” “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 similar term) herein or in any other Liquidity Bank and may exercise the same as though it were Loan Documents is not the administrative agent intended to connote, any obligation towards or relationship of the Liquidity Banks hereunderagency or trust with or for Borrower or any of its Subsidiaries.

Appointment of the Administrative Agent. Each Liquidity Bank Powers and --------------------------------------------------- Immunities. The Collateral Agent hereby irrevocably appoints JPMorgan Chase Bankand authorizes ---------- Bank One Trust Company, N.A. National Association, to act 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 with 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 expressly delegated to be exercised by the Administrative Agent by the terms hereof or thereofof this Agreement, together with such rightsother powers as are reasonably incidental thereto. Bank One Trust Company, remediesNational Association, hereby agrees to act as Administrative Agent under this Agreement. Each of the Issuer, Xxxxxx XX Holdings and Xxxxxx III Holdings hereby acknowledges the appointment of the Administrative Agent to act as the agent of the Collateral Agent hereunder, with such powers and privileges as are expressly delegated to the Administrative Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. The Administrative Agent may execute shall not have any duties or responsibilities to any Person except those expressly set forth in this Agreement and shall not have any fiduciary relationship with any other Secured Party (and no implied covenants, functions or responsibilities shall be read into this Agreement or otherwise exist with respect to the Administrative Agent). Without limiting the generality of its duties hereunder and under the Security Agreement by or through agents or employeesforegoing, and the Administrative Agent shall not be responsible for take all actions as the negligence or misconduct Collateral Agent shall direct it to perform in accordance with the express provisions of any such agents or employees selected by it with reasonable carethis Agreement and the Intercreditor Agreement. The relationship between Notwithstanding anything to 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 contrary contained herein, under the Guaranty, under the Letter of Credit Reimbursement Agreement, under the Letter of Credit or in the Security Agreement. Upon receipt, the Administrative Agent will forward to each Liquidity Bank (a) an executed copy of the Transaction Documents, (b) a copy of each Monthly Settlement Statement and Daily Report, and (c) a copy of each financial statement, accountant’s certification and officer’s certificate specified in Section 7.01 hereof and in Section 8.1 of the Guaranty. The Administrative Agent shall not have any duty to exercise any right, power, remedy or privilege granted to it hereby or thereby, or to take any affirmative action or exercise any discretion hereunder or thereunder, including, without limitation, the right of the Administrative Agent to instruct the Depositary not to issue or deliver Commercial Paper under the provisions of subsection 2.01(a) hereof and the Depositary Agreement, unless directed to do so by all the Liquidity Banks or the Majority Liquidity Banks, as applicable (and shall be fully protected in acting or refraining from acting pursuant to such directions which shall be binding upon the Liquidity Banks), shall not, without the prior approval of all the Liquidity Banks consent to any reduction of the Letter of Credit Commitment pursuant to Section 2.01(d)(i) of the Letter of Credit Reimbursement Agreement, and shall not, without the prior approval of all the Liquidity Banks or the Majority Liquidity Banks, as applicable, consent to any material departure by BAFC or the Depositary from the terms hereof or thereof, waive any default on the part of any such party under any such agreement or instrument or amend, modify, supplement or terminate, or agree to any surrender of, any such agreement or instrument; provided, that the foregoing limitation on the authority of the Administrative Agent is for the benefit of the Liquidity Banks and shall not impose any obligation on BAFC to investigate or inquire into the authority of the Administrative Agent in any circumstances, and BAFC shall be fully protected in carrying out any request, direction or instruction made or given to BAFC by the Administrative Agent in the exercise of any right, power, remedy or privilege granted to the Administrative Agent hereby or by the terms of any other Transaction Document, receiving or acting upon any consent or waiver granted to BAFC hereunder or thereunder by the Administrative Agent, or entering into any amendment or modification of, or supplement to, this Agreement or any other Transaction Document, and BAFC shall not be subject to the claims of any Liquidity Bank by reason of the lack of authority of the Administrative Agent to take any such action nor shall the lack of authority on the part of the Administrative Agent in any circumstance give rise to any claim on the part of BAFC against any Liquidity Bank; and provided, further, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement, Agreement and the Intercreditor Agreement or applicable lawApplicable Law. Neither the Administrative Agent nor any Liquidity Bankof its Affiliates shall be responsible to any other Secured Party for any recitals, nor statements, representations or warranties made by the Issuer, Xxxxxx XX Holdings, Xxxxxx III Holdings or the Collateral Agent contained in this Agreement or any other Transaction Document or in any certificate or other document referred to or provided for in, or received by any other Secured Party under, this Agreement or any other Transaction Document for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Transaction Document or any other document referred to or provided for herein or therein or for any failure by the Issuer, Xxxxxx XX Holdings or Xxxxxx III Holdings to perform its obligations hereunder or thereunder. The Administrative Agent shall not be required to ascertain or inquire as to the performance by the Issuer, Xxxxxx XX Holdings or Xxxxxx III Holdings of 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, obligations under this Agreement or any Program Party, as the case may be, other Transaction Document or any other document or agreement contemplated hereby or thereby. The Administrative Agent shall not be (a) required to initiate or conduct any litigation or collection proceeding hereunder or under any other Transaction Document or (b) responsible 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, hereunder (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 its own gross negligence or willful misconduct; nor shall ) or in connection with any other Transaction Document. Except as otherwise expressly set forth in this Agreement, the Administrative Agent or any Liquidity Bank shall take action under this Agreement only as it shall be responsible to directed in writing by the Collateral Agent. Whenever, in the administration of this Agreement, the Administrative Agent shall deem it necessary or desirable that a factual matter be proved or established in connection with the Administrative Agent taking, suffering or omitting to take any action hereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by an Officer's Certificate or a certificate of any Responsible Officer of the Collateral Agent, if appropriate. The Administrative Agent shall have the right at any time to seek instructions concerning the administration of this Agreement from the Collateral Agent, legal counsel or any other Liquidity Bank, as the case may be, for the validity, effectiveness, value, sufficiency or enforceability against any Program Party, court of any Transaction Document or other document furnished pursuant hereto or thereto or in connection herewith or therewithcompetent jurisdiction. The Administrative Agent shall not be liable under this Agreement deemed to BAFC have actual, constructive, direct or indirect knowledge or notice of the Guarantor occurrence of an Event of Default unless and until a Responsible Officer of the Administrative Agent has received an Officer's Certificate of the Issuer or their respective a written notice or certificate from a Secured Party stating that an Event of Default has occurred. Each of the Secured Parties expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, officersemployees, agents, employees agents or members, attorneys-in-fact has made any representations 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 whatsoeverwarranties to it and that no act by the Administrative Agent hereinafter taken, including, without limitation, lost profits. Without limitation any review of the generality Project or of the foregoingaffairs of the Issuer, shall be deemed to constitute any representation or warranty by the Administrative Agent to any other Secured Party. Each Secured Party (other than any other Secured Party that has no obligation to make appraisals, investigations or credit analyses under the Financing Documents to which it is a party, including, without limitation, the Collateral Agent and the Administrative Agent: (i) may consult with legal counsel (including counsel for BAFC), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with or in reliance upon the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Liquidity Bank and shall not be responsible to any Liquidity Bank for any statements, warranties or representations made in or in connection with this Agreement, any other Transaction Document or any other document furnished pursuant hereto or thereto or in connection herewith or therewith; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, any other Transaction Document or any other document furnished pursuant hereto or thereto or in connection herewith or therewith, on the part of any party hereto or thereto or to inspect the property (including the books and records) of BAFC, the Guarantor or any other Program Party; (iv) shall not be responsible to any Liquidity Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Transaction Document 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 represents 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 upon the Administrative Agent or any other Liquidity BankSecured Party, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial risks and other risks involved in condition and creditworthiness of the transactions contemplated hereunder Project and the Issuer. Each Secured Party (other than a Secured Party that has no obligation to make appraisals, investigations or credit analyses under the Transaction Financing Documents and of the financial condition and affairs of BAFCto which it is a party, including, without limitation, the Guarantor Collateral Agent 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 Administrative Agent) also represents that it will, independently and without reliance upon the Administrative Agent or any other Liquidity BankSecured Party, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement or the Security Agreement. The Administrative Agent shall not be required , and to keep make such investigation as it deems necessary to inform itself informed as to the performance or observance by BAFCbusiness, operations, property, financial and other condition and creditworthiness of 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 PartiesProject and Issuer. Except for notices, reports and other documents and information expressly required to be furnished to the Liquidity Banks other Secured Parties by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Liquidity Bank other Secured Party with any credit or other information concerning BAFCthe business, operations, property, financial and other condition or creditworthiness of the Guarantor or other Program Parties Project and the Issuer which may come into the possession of the Administrative Agent. The Administrative Agent shall not be deemed to have knowledge or notice any of the occurrence of a Series 2000-1 Early Amortization Eventits officers, Potential Series 2000-1 Early Amortization Event, Mandatory CP Wind-Down Event or Mandatory Liquidation Event unless the Administrative Agent has received written notice from a Liquidity Bank, the Servicer, the Company, the Guarantor or BAFC referring to this Agreement, describing such Series 2000-1 Early Amortization Event, Potential Series 2000-1 Early Amortization Event, Mandatory CP Wind-Down Event or Mandatory Liquidation Event and stating that such notice is a “Notice of Series 2000-1 Early Amortization Event,” “Notice of Potential Series 2000-1 Early Amortization Event,” “Notice of Mandatory CP Wind-Down Event” or “Notice of Mandatory Liquidation Event,” as the case may be. In the event that the Administrative Agent receives such a notice of the occurrence of a Series 2000-1 Early Amortization Event, Mandatory CP Wind-Down Event, Potential Series 2000-1 Early Amortization Event or Mandatory Liquidation Event, the Administrative Agent shall promptly give notice thereof to the Liquidity Banks. The Administrative Agent shall take such action with respect to such Series 2000-1 Early Amortization Event, Potential Series 2000-1 Early Amortization Event or Mandatory Liquidation Event as shall be reasonably directed by the Majority Liquidity Banks; provided that, if the Administrative Agent has not yet received such directions from the Majority Liquidity Banks after using reasonable efforts to receive such directions, the Administrative Agent may (but shall not be obligated to) take such action or refrain from taking such action, with respect to such Series 2000-1 Early Amortization Event, Potential Series 2000-1 Early Amortization Event or Mandatory Liquidation Event as it shall deem advisable in the best interests of the Liquidity Banks. 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, officersemployees, 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 or 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-ofin-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 hereunderfact.

Appointment of the Administrative Agent. Each Liquidity Bank hereby irrevocably appoints JPMorgan Chase Bank, N.A. 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 's certification and officer’s 's certificate specified in Section SECTION 7.01 hereof and in Section 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(aSUBSECTION 2.01(A) hereof and the Depositary Agreement, unless directed to do so by all the Liquidity Banks or the Majority Liquidity Banks, as applicable (and shall be fully protected in acting or refraining from acting pursuant to such directions which shall be binding upon the Liquidity Banks), shall not, without the prior approval of all the Liquidity Banks consent to any reduction of the Letter of Credit Commitment pursuant to Section 2.01(d)(iSECTION 2.01(D)(I) of the Letter of Credit Reimbursement Agreement, and shall not, without the prior approval of all the Liquidity Banks or the Majority Liquidity Banks, as applicable, consent to any material departure by BAFC or the Depositary from the terms hereof or thereof, waive any default on the part of any such party under any such agreement or instrument or amend, modify, supplement or terminate, or agree to any surrender of, any such agreement or instrument; providedPROVIDED, 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 providedPROVIDED, furtherFURTHER, 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 's or such Liquidity Bank’s 's own gross negligence or willful misconduct; nor shall the Administrative Agent or any Liquidity Bank be responsible to the Administrative Agent or any other Liquidity Bank, as the case may be, for the validity, effectiveness, value, sufficiency or enforceability against any Program Party, of any Transaction Document or other document furnished pursuant hereto or thereto or in connection herewith or therewith. The Administrative Agent shall not be liable under this Agreement to BAFC or the Guarantor or their respective directors, officers, agents, employees or members, or any Secured Party or its directors, officers, agents, employees or stockholders for indirect, special, punitive, incidental or consequential loss or damage of any kind whatsoever, including, without limitation, lost profits. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for BAFC), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with or in reliance upon the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Liquidity Bank and shall not be responsible to any Liquidity Bank for any statements, warranties or representations made in or in connection with this Agreement, any other Transaction Document or any other document 39 furnished pursuant hereto or thereto or in connection herewith or therewith; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, any other Transaction Document or any other document furnished pursuant hereto or thereto or in connection herewith or therewith, on the part of any party hereto or thereto or to inspect the property (including the books and records) of BAFC, the Guarantor or any other Program Party; (iv) shall not be responsible to any Liquidity Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Transaction Document or any other instrument or document furnished pursuant hereto or thereto; (v) shall incur no liability under or in respect of this Agreement, any other Transaction Document or any other document furnished pursuant hereto or thereto or in connection herewith or therewith, by acting upon or relying upon any notice, consent, certificate or other instrument or writing or telephonic instruction, or notices to the extent authorized herein or therein believed by it to be genuine and sent by the proper party or parties; and (vi) may deem and treat the payee of any Liquidity Loan Note as the owner thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof satisfactory to the Administrative Agent signed by such payee shall have been filed with the Administrative Agent. Each Liquidity Bank hereby represents that it has, independently and without reliance on the Administrative Agent or any other Liquidity Bank, and based on such documents and information as it has deemed appropriate, made its own appraisal of the financial risks and other risks involved in the transactions contemplated hereunder and under the Transaction Documents and of the financial condition and affairs of BAFC, the Guarantor and the other Program Parties, and the adequacy of the security granted to the Liquidity Banks under the Security Agreement and its own decision to enter into this Agreement and the Security Agreement and the transactions contemplated hereby and thereby and agrees that it will, independently and without reliance upon the Administrative Agent or any other Liquidity Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own appraisals and decisions in taking or not taking action under this Agreement or the Security Agreement. The Administrative Agent shall not be required to keep itself informed as to the performance or observance by BAFC, the Guarantor or any other Program Party of this Agreement, the other Transaction Documents or any other document referred to or provided for herein or therein or to make inquiry of, or to inspect the properties or books of BAFC, the Guarantor or other Program Parties. Except for notices, reports and other documents and information expressly required to be furnished to the Liquidity Banks by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Liquidity Bank with any credit or other information concerning BAFC, the Guarantor or other Program Parties which may come into the possession of the Administrative Agent. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Series 2000-1 Early Amortization Event, Potential Series 2000-1 Early Amortization Event, Mandatory CP Wind-Down Event or Mandatory Liquidation Event unless the Administrative Agent has received written notice from a Liquidity Bank, the Servicer, the Company, the Guarantor or BAFC referring to this Agreement, describing such Series 2000-1 Early Amortization Event, Potential Series 2000-1 Early Amortization Event, Mandatory CP Wind-Down Event or Mandatory Liquidation Event and stating that such notice is a “"Notice of Series 2000-1 Early Amortization Event,” “" "Notice of Potential Series 2000-1 Early Amortization Event,” “" "Notice of Mandatory CP Wind-Down Event” " or “"Notice of Mandatory Liquidation Event,” " as the case may be. In the event that the Administrative Agent receives such a notice of the occurrence of a Series 2000-1 Early Amortization Event, Mandatory CP Wind-Down Event, Potential Series 2000-1 Early Amortization Event or Mandatory Liquidation Event, the Administrative Agent shall promptly give notice thereof to the Liquidity Banks. The Administrative Agent shall take such action with respect to such Series 2000-1 Early Amortization Event, Potential Series 2000-1 Early Amortization Event or Mandatory Liquidation Event as shall be reasonably directed by the Majority Liquidity Banks; provided 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 '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; providedPROVIDED, 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 's obligations under this paragraph shall survive the termination of this Agreement and the discharge of BAFC’s '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.

Appointment of the Administrative Agent. Each Liquidity Bank hereby irrevocably appoints JPMorgan Chase Bank, N.A. Bank as its Administrative Agent hereunder, under the Guaranty, under the Letter of Credit Reimbursement Agreement, under the Letter of Credit and under the Security Agreement and hereby authorizes the Administrative Agent to take such action on its behalf to execute, deliver and perform such documents on its behalf, and to exercise such rights, remedies, powers and privileges hereunder or thereunder as are specifically authorized to be exercised by the Administrative Agent by the terms hereof or thereof, together with such rights, remedies, powers and privileges as are reasonably incidental thereto. The Administrative Agent may execute any of its duties hereunder and under the Security Agreement by or through agents or employees, and the Administrative Agent shall not be responsible for the negligence or misconduct of any such agents or employees selected by it with reasonable care. The relationship between the Administrative Agent and each Liquidity Bank is that of agent and principal only, and nothing herein shall be deemed to constitute or appoint the Administrative Agent a trustee or fiduciary for any Liquidity Bank or impose on the Administrative Agent any obligations other than those for which express provision is made herein, under the Guaranty, under the Letter of Credit Reimbursement Agreement, under the Letter of Credit or in the Security Agreement. Upon receipt, the Administrative Agent will forward to each Liquidity Bank (a) an executed copy of the Transaction Documents, (b) a copy of each Monthly Settlement Statement and Daily Report, and (c) a copy of each financial statement, accountant’s certification and officer’s certificate specified in Section 7.01 hereof and in Section 8.1 of the Guaranty. The Administrative Agent shall not have any duty to exercise any right, power, remedy or privilege granted to it hereby or thereby, or to take any affirmative action or exercise any discretion hereunder or thereunder, including, without limitation, the right of the Administrative Agent to instruct the Depositary not to issue or deliver Commercial Paper under the provisions of subsection 2.01(a) hereof and the Depositary Agreement, unless directed to do so by all the Liquidity Banks or Banks, the Majority Liquidity BanksBanks 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 Agreement, and shall not, without the prior approval of all the Liquidity Banks or Banks, the Majority Liquidity BanksBanks 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 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 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.

Appointment of the Administrative Agent. Each Liquidity Bank GECC is hereby irrevocably appoints JPMorgan Chase Bank, N.A. appointed to act on behalf of all the Lenders 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 under this Agreement and perform such documents on its behalf, and to exercise such rights, remedies, powers and privileges hereunder or thereunder as the other Loan Documents. The provisions of this Section 10.2 are specifically authorized to be exercised by solely for the benefit of the Administrative Agent by and the terms hereof Lenders and no Loan Party nor any other Person shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and the other Loan Documents, the Administrative Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation toward or thereof, together relationship of agency or trust with such rights, remedies, powers and privileges as are reasonably incidental theretoor for any Loan Party or any other Person. The Administrative Agent may execute any shall have no duties or responsibilities except for those expressly set forth in this Agreement and the other Loan Documents. The duties of its duties hereunder the Administrative Agent shall be mechanical and under the Security Agreement by or through agents or employees, administrative in nature and the Administrative Agent shall not be responsible for the negligence have, 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 hereinhave, under the Guaranty, under the Letter of Credit Reimbursement Agreement, under the Letter of Credit or in the Security Agreement. Upon receipt, the Administrative Agent will forward to each Liquidity Bank (a) an executed copy of the Transaction Documents, (b) a copy of each Monthly Settlement Statement and Daily Report, and (c) a copy of each financial statement, accountant’s certification and officer’s certificate specified in Section 7.01 hereof and in Section 8.1 of the Guaranty. The Administrative Agent shall not have any duty to exercise any right, power, remedy or privilege granted to it hereby or thereby, or to take any affirmative action or exercise any discretion hereunder or thereunder, including, without limitation, the right of the Administrative Agent to instruct the Depositary not to issue or deliver Commercial Paper under the provisions of subsection 2.01(a) hereof and the Depositary Agreement, unless directed to do so by all the Liquidity Banks or the Majority Liquidity Banks, as applicable (and shall be fully protected in acting or refraining from acting pursuant to such directions which shall be binding upon the Liquidity Banks), shall not, without the prior approval of all the Liquidity Banks consent to any reduction of the Letter of Credit Commitment pursuant to Section 2.01(d)(i) of the Letter of Credit Reimbursement Agreement, and shall not, without the prior approval of all the Liquidity Banks or the Majority Liquidity Banks, as applicable, consent to any material departure by BAFC or the Depositary from the terms hereof or thereof, waive any default on the part of any such party under any such agreement or instrument or amend, modify, supplement or terminate, or agree to any surrender of, any such agreement or instrument; provided, that the foregoing limitation on the authority of the Administrative Agent is for the benefit of the Liquidity Banks and shall not impose any obligation on BAFC to investigate or inquire into the authority of the Administrative Agent in any circumstances, and BAFC shall be fully protected in carrying out any request, direction or instruction made or given to BAFC by the Administrative Agent in the exercise of any right, power, remedy or privilege granted to the Administrative Agent hereby or by the terms of any other Transaction Document, receiving or acting upon any consent or waiver granted to BAFC hereunder or thereunder by the Administrative Agent, or entering into any amendment or modification of, or supplement to, this Agreement or any other Transaction Document, and BAFC shall not be subject to the claims of any Liquidity Bank by reason of the lack of authority of the Administrative Agent to take any such action nor shall the lack of authority on the part of the Administrative Agent in any circumstance give rise to any claim on the part of BAFC against any Liquidity Bank; and provided, further, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement, any other Loan Document or applicable lawotherwise a fiduciary relationship in respect of any Lender. Neither the Administrative Agent nor any Liquidity Bank, of its Affiliates nor any of its or their respective officers, directors, officersemployees, agents or employees, representatives 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, Lender for any action taken or omitted to be taken by it as Administrative Agent hereunder or them hereunder, under any other Transaction Loan 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 damages caused by its or such Liquidity Bank’s their own gross negligence or willful misconduct; nor shall . If the Administrative Agent shall request instructions from the Requisite Lenders or all Affected Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any Liquidity Bank be responsible to other Loan Document, then the Administrative Agent shall be entitled to refrain from such act or any other Liquidity Banktaking such action unless and until the Administrative Agent shall have received instructions from the Requisite Lenders or all Affected Lenders, as the case may be, for the validity, effectiveness, value, sufficiency or enforceability against any Program Party, of any Transaction Document or other document furnished pursuant hereto or thereto or in connection herewith or therewith. The Administrative Agent shall not be liable under this Agreement to BAFC or the Guarantor or their respective directors, officers, agents, employees or members, or any Secured Party or its directors, officers, agents, employees or stockholders for indirect, special, punitive, incidental or consequential loss or damage of any kind whatsoever, including, without limitation, lost profits. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for BAFC), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with or in reliance upon the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Liquidity Bank and shall not be responsible to any Liquidity Bank for any statements, warranties or representations made in or in connection with this Agreement, any other Transaction Document or any other document furnished pursuant hereto or thereto or in connection herewith or therewith; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, any other Transaction Document or any other document furnished pursuant hereto or thereto or in connection herewith or therewith, on the part of any party hereto or thereto or to inspect the property (including the books and records) of BAFC, the Guarantor or any other Program Party; (iv) shall not be responsible to any Liquidity Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Transaction Document 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 incur liability to 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 Person by reason of the Administrative Agent. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Series 2000-1 Early Amortization Event, Potential Series 2000-1 Early Amortization Event, Mandatory CP Wind-Down Event or Mandatory Liquidation Event unless the Administrative Agent has received written notice from a Liquidity Bank, the Servicer, the Company, the Guarantor or BAFC referring to this Agreement, describing such Series 2000-1 Early Amortization Event, Potential Series 2000-1 Early Amortization Event, Mandatory CP Wind-Down Event or Mandatory Liquidation Event and stating that such notice is a “Notice of Series 2000-1 Early Amortization Event,” “Notice of Potential Series 2000-1 Early Amortization Event,” “Notice of Mandatory CP Wind-Down Event” or “Notice of Mandatory Liquidation Event,” as the case may be. In the event that the Administrative Agent receives such a notice of the occurrence of a Series 2000-1 Early Amortization Event, Mandatory CP Wind-Down Event, Potential Series 2000-1 Early Amortization Event or Mandatory Liquidation Event, the Administrative Agent shall promptly give notice thereof to the Liquidity Banks. The Administrative Agent shall take such action with respect to such Series 2000-1 Early Amortization Event, Potential Series 2000-1 Early Amortization Event or Mandatory Liquidation Event as shall be reasonably directed by the Majority Liquidity Banks; provided that, if the Administrative Agent has not yet received such directions from the Majority Liquidity Banks after using reasonable efforts to receive such directions, the Administrative Agent may (but shall not be obligated to) take such action or refrain from taking such action, with respect to such Series 2000-1 Early Amortization Event, Potential Series 2000-1 Early Amortization Event or Mandatory Liquidation Event as it shall deem advisable in the best interests of the Liquidity Banks. 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 hereunderso refraining. The Administrative Agent shall be entitled fully justified in failing or refusing to rely on take any communicationaction hereunder or under any other Loan Document (a) if such action would, instrumentin the opinion of the Administrative Agent, paper be contrary to Law or the terms of this Agreement or any other document believed Loan Document, (b) if such action would, in the opinion of the Administrative Agent, expose the Administrative Agent to Environmental Liabilities or (c) if the Administrative Agent shall not first be indemnified to its satisfaction against any and all liability and expense which may be incurred by it by reason of taking or continuing to be genuine and correct and to have been signed or sent by take any such action. Without limiting the proper Person or Persons. With respect to its share of liability under this Agreementforegoing, JPMorgan Chase or any successor agent, if a Liquidity Bank, no Lender shall have any right of action whatsoever against the same rights, power, remedies and privileges Administrative Agent as a result of the Administrative Agent acting or refraining from acting hereunder or under any other Liquidity Bank and may exercise Loan Document in accordance with the same as though it were not the administrative agent instructions of the Liquidity Banks hereunderRequisite Lenders or all affected Lenders, as applicable.

Appointment of the Administrative Agent. Each Liquidity Bank hereby irrevocably appoints JPMorgan Chase Bank, N.A. as its Administrative Agent hereunder, under the Guaranty, under the Letter of Credit Reimbursement Agreement, under the Letter of Credit and under the Security Agreement and hereby authorizes the Administrative Agent to take such action on its behalf to execute, deliver and perform such documents on its behalf, and to exercise such rights, remedies, powers and privileges hereunder or thereunder as are specifically authorized to be exercised by the Administrative Agent by the terms hereof or thereof, together with such rights, remedies, powers and privileges as are reasonably incidental thereto. The Administrative Agent may execute any of its duties hereunder and under the Security Agreement by or through agents or employees, and the Administrative Agent shall not be responsible for the negligence or misconduct of any such agents or employees selected by it with reasonable care. The relationship between the Administrative Agent and each Liquidity Bank is that of agent and principal only, and nothing herein shall be deemed to constitute or appoint the Administrative Agent a trustee or fiduciary for any Liquidity Bank or impose on the Administrative Agent any obligations other than those for which express provision is made herein, under the Guaranty, under the Letter of Credit Reimbursement Agreement, under the Letter of Credit or in the Security Agreement. Upon receipt, the Administrative Agent will forward to each Liquidity Bank (a) an executed copy of the Transaction Documents, (b) a copy of each Monthly Settlement Statement and Daily Report, and (c) a copy of each financial statement, accountant’s certification and officer’s certificate specified in Section 7.01 hereof and in Section 8.1 of the Guaranty. The Administrative Agent shall not have any duty to exercise any right, power, remedy or privilege granted to it hereby or thereby, or to take any affirmative action or exercise any discretion hereunder or thereunder, including, without limitation, the right of the Administrative Agent to instruct the Depositary not to issue or deliver Commercial Paper under the provisions of subsection 2.01(a) hereof and the Depositary Agreement, unless directed to do so by all the Liquidity Banks or the Majority Liquidity Banks, as applicable (and shall be fully protected in acting or refraining from acting pursuant to such directions which shall be binding upon the Liquidity Banks), shall not, without the prior approval of all the Liquidity Banks consent to any reduction of the Letter of Credit Commitment pursuant to Section 2.01(d)(i) of the Letter of Credit Reimbursement Agreement, and shall not, without the prior approval of all the Liquidity Banks or the Majority Liquidity Banks, as applicable, consent to any material departure by BAFC or the Depositary from the terms hereof or thereof, waive any default on the part of any such party under any such agreement or instrument or amend, modify, supplement or terminate, or agree to any surrender of, any such agreement or instrument; provided, that the foregoing limitation on the authority of the Administrative Agent is for the benefit of the Liquidity Banks and shall not impose any obligation on BAFC to investigate or inquire into the authority of the Administrative Agent in any circumstances, and BAFC shall be fully protected in carrying out any request, direction or instruction made or given to BAFC by the Administrative Agent in the exercise of any right, power, remedy or privilege granted to the Administrative Agent hereby or by the terms of any other Transaction Document, receiving or acting upon any consent or waiver granted to BAFC hereunder or thereunder by the Administrative Agent, or entering into any amendment or modification of, or supplement to, this Agreement or any other Transaction Document, and BAFC shall not be subject to the claims of any Liquidity Bank by reason of the lack of authority of the Administrative Agent to take any such action nor shall the lack of authority on the part of the Administrative Agent in any circumstance give rise to any claim on the part of BAFC against any Liquidity Bank; and provided, further, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement, or applicable law. 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 and non-appealable 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 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 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 and non-appealable judgment of a court of competent jurisdiction, to be attributable to gross negligence or willful misconduct on the part of the Administrative Agent. Without limiting the generality of the foregoing, each Liquidity Bank hereby agrees, in the ratio aforesaid, to reimburse the Administrative Agent promptly following its demand for any out-of-pocket expenses (including, without limitation, attorneys’ fees and expenses) incurred by the Administrative Agent or its directors, officers, agents and employees hereunder or under the Security Agreement, and not promptly reimbursed to the Administrative Agent by BAFC. Each Liquidity Bank’s obligations under this paragraph shall survive the termination of this Agreement and the discharge of BAFC’s obligations hereunder. The Administrative Agent shall be entitled to rely on any communication, instrument, paper or other document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons. With respect to its share of liability under this Agreement, JPMorgan Chase or any successor agent, if a Liquidity Bank, shall have the same rights, power, remedies and privileges as any other Liquidity Bank and may exercise the same as though it were not the administrative agent of the Liquidity Banks hereunder.

Appointment of the Administrative Agent. Each Liquidity Bank hereby irrevocably appoints JPMorgan Chase Bank, N.A. as its Administrative Agent hereunder, under the Guaranty, under the Letter of Credit Reimbursement Agreement, under the Letter of Credit and under the Security Agreement and hereby authorizes the Administrative Agent to take such action on its behalf to execute, deliver and perform such documents on its behalf, and to exercise such rights, remedies, powers and privileges hereunder or thereunder as are specifically authorized to be exercised by the Administrative Agent by the terms hereof or thereof, together with such rights, remedies, powers and privileges as are reasonably incidental thereto. The Administrative Agent may execute any of its duties hereunder and under the Security Agreement by or through agents or employees, and the Administrative Agent shall not be responsible for the negligence or misconduct of any such agents or employees selected by it with reasonable care. The relationship between the Administrative Agent and each Liquidity Bank is that of agent and principal only, and nothing herein shall be deemed to constitute or appoint the Administrative Agent a trustee or fiduciary for any Liquidity Bank or impose on the Administrative Agent any obligations other than those for which express provision is made herein, under the Guaranty, under the Letter of Credit Reimbursement Agreement, under the Letter of Credit or in the Security Agreement. Upon receipt, the Administrative Agent will forward to each Liquidity Bank (a) an executed copy of the Transaction Documents, (b) a copy of each Monthly Settlement Statement and Daily Report, and (c) a copy of each financial statement, accountant’s certification and officer’s certificate specified in Section 7.01 hereof and in Section 8.1 of the Guaranty. The Administrative Agent shall not have any duty to exercise any right, power, remedy or privilege granted to it hereby or thereby, or to take any affirmative action or exercise any discretion hereunder or thereunder, including, without limitation, the right of the Administrative Agent to instruct the Depositary not to issue or deliver Commercial Paper under the provisions of subsection 2.01(a) hereof and the Depositary Agreement, unless directed to do so by all the Liquidity Banks or the Majority Liquidity Banks, as applicable (and shall be fully protected in acting or refraining from acting pursuant to such directions which shall be binding upon the Liquidity Banks), shall not, without the prior approval of all the Liquidity Banks consent to any reduction of the Letter of Credit Commitment pursuant to Section 2.01(d)(i) of the Letter of Credit Reimbursement Agreement, and shall not, without the prior approval of all the Liquidity Banks or the Majority Liquidity Banks, as applicable, consent to any material departure by BAFC or the Depositary from the terms hereof or thereof, waive any default on the part of any such party under any such agreement or instrument or amend, modify, supplement or terminate, or agree to any surrender of, any such agreement or instrument; provided, that the foregoing limitation on the authority of the Administrative Agent is for the benefit of the Liquidity Banks and shall not impose any obligation on BAFC to investigate or inquire into the authority of the Administrative Agent in any circumstances, and BAFC shall be fully protected in carrying out any request, direction or instruction made or given to BAFC by the Administrative Agent in the exercise of any right, power, remedy or privilege granted to the Administrative Agent hereby or by the terms of any other Transaction Document, receiving or acting upon any consent or waiver granted to BAFC hereunder or thereunder by the Administrative Agent, or entering into any amendment or modification of, or supplement to, this Agreement or any other Transaction Document, and BAFC shall not be subject to the claims of any Liquidity Bank by reason of the lack of authority of the Administrative Agent to take any such action nor shall the lack of authority on the part of the Administrative Agent in any circumstance give rise to any claim on the part of BAFC against any Liquidity Bank; and provided, further, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement, or applicable law. 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 and non-appealable 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. 49 Without limitation of the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for BAFC), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with or in reliance upon the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Liquidity Bank and shall not be responsible to any Liquidity Bank for any statements, warranties or representations made in or in connection with this Agreement, any other Transaction Document or any other document furnished pursuant hereto or thereto or in connection herewith or therewith; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, any other Transaction Document or any other document furnished pursuant hereto or thereto or in connection herewith or therewith, on the part of any party hereto or thereto or to inspect the property (including the books and records) of BAFC, the Guarantor or any other Program Party; (iv) shall not be responsible to any Liquidity Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Transaction Document 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 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 and non-appealable judgment of a court of competent jurisdiction, to be attributable to gross negligence or willful misconduct on the part of the Administrative Agent. Without limiting the generality of the foregoing, each Liquidity Bank hereby agrees, in the ratio aforesaid, to reimburse the Administrative Agent promptly following its demand for any out-of-pocket expenses (including, without limitation, attorneys’ fees and expenses) incurred by the Administrative Agent or its directors, officers, agents and employees hereunder or under the Security Agreement, and not promptly reimbursed to the Administrative Agent by BAFC. Each Liquidity Bank’s obligations under this paragraph shall survive the termination of this Agreement and the discharge of BAFC’s obligations hereunder. The Administrative Agent shall be entitled to rely on any communication, instrument, paper or other document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons. With respect to its share of liability under this Agreement, JPMorgan Chase or any successor agent, if a Liquidity Bank, shall have the same rights, power, remedies and privileges as any other Liquidity Bank and may exercise the same as though it were not the administrative agent of the Liquidity Banks hereunder.

Appointment of the Administrative Agent. Each Liquidity Bank GECC is hereby irrevocably appoints JPMorgan Chase Bank, N.A. appointed to act on behalf of all the Lenders 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 under this Agreement and perform such documents on its behalf, and to exercise such rights, remedies, powers and privileges hereunder or thereunder as the other Loan Documents. The provisions of this Section 10.2 are specifically authorized to be exercised by solely for the benefit of the Administrative Agent by and the terms hereof Lenders and no Loan Party nor any other Person shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and the other Loan Documents, the Administrative Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation toward or thereof, together relationship of agency or trust with such rights, remedies, powers and privileges as are reasonably incidental theretoor for any Loan Party or any other Person. The Administrative Agent may execute any shall have no duties or responsibilities except for those expressly set forth in this Agreement and the other Loan Documents. The duties of its duties hereunder the Administrative Agent shall be mechanical and under the Security Agreement by or through agents or employees, administrative in nature and the Administrative Agent shall not be responsible for the negligence have, 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 hereinhave, under the Guaranty, under the Letter of Credit Reimbursement Agreement, under the Letter of Credit or in the Security Agreement. Upon receipt, the Administrative Agent will forward to each Liquidity Bank (a) an executed copy of the Transaction Documents, (b) a copy of each Monthly Settlement Statement and Daily Report, and (c) a copy of each financial statement, accountant’s certification and officer’s certificate specified in Section 7.01 hereof and in Section 8.1 of the Guaranty. The Administrative Agent shall not have any duty to exercise any right, power, remedy or privilege granted to it hereby or thereby, or to take any affirmative action or exercise any discretion hereunder or thereunder, including, without limitation, the right of the Administrative Agent to instruct the Depositary not to issue or deliver Commercial Paper under the provisions of subsection 2.01(a) hereof and the Depositary Agreement, unless directed to do so by all the Liquidity Banks or the Majority Liquidity Banks, as applicable (and shall be fully protected in acting or refraining from acting pursuant to such directions which shall be binding upon the Liquidity Banks), shall not, without the prior approval of all the Liquidity Banks consent to any reduction of the Letter of Credit Commitment pursuant to Section 2.01(d)(i) of the Letter of Credit Reimbursement Agreement, and shall not, without the prior approval of all the Liquidity Banks or the Majority Liquidity Banks, as applicable, consent to any material departure by BAFC or the Depositary from the terms hereof or thereof, waive any default on the part of any such party under any such agreement or instrument or amend, modify, supplement or terminate, or agree to any surrender of, any such agreement or instrument; provided, that the foregoing limitation on the authority of the Administrative Agent is for the benefit of the Liquidity Banks and shall not impose any obligation on BAFC to investigate or inquire into the authority of the Administrative Agent in any circumstances, and BAFC shall be fully protected in carrying out any request, direction or instruction made or given to BAFC by the Administrative Agent in the exercise of any right, power, remedy or privilege granted to the Administrative Agent hereby or by the terms of any other Transaction Document, receiving or acting upon any consent or waiver granted to BAFC hereunder or thereunder by the Administrative Agent, or entering into any amendment or modification of, or supplement to, this Agreement or any other Transaction Document, and BAFC shall not be subject to the claims of any Liquidity Bank by reason of the lack of authority of the Administrative Agent to take any such action nor shall the lack of authority on the part of the Administrative Agent in any circumstance give rise to any claim on the part of BAFC against any Liquidity Bank; and provided, further, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement, any other Loan Document or applicable lawotherwise a fiduciary relationship in respect of any Lender. Neither the Administrative Agent nor any Liquidity Bank, of its Affiliates nor any of its or their respective officers, directors, officersemployees, agents or employees, representatives 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, 66 Lender for any action taken or omitted to be taken by it as Administrative Agent hereunder or them hereunder, under any other Transaction Loan 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 damages caused by its or such Liquidity Bank’s their own gross negligence or willful misconduct; nor shall . If the Administrative Agent shall request instructions from the Requisite Lenders or all Affected Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any Liquidity Bank be responsible to other Loan Document, then the Administrative Agent shall be entitled to refrain from such act or any other Liquidity Banktaking such action unless and until the Administrative Agent shall have received instructions from the Requisite Lenders or all Affected Lenders, as the case may be, for the validity, effectiveness, value, sufficiency or enforceability against any Program Party, of any Transaction Document or other document furnished pursuant hereto or thereto or in connection herewith or therewith. The Administrative Agent shall not be liable under this Agreement to BAFC or the Guarantor or their respective directors, officers, agents, employees or members, or any Secured Party or its directors, officers, agents, employees or stockholders for indirect, special, punitive, incidental or consequential loss or damage of any kind whatsoever, including, without limitation, lost profits. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for BAFC), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with or in reliance upon the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Liquidity Bank and shall not be responsible to any Liquidity Bank for any statements, warranties or representations made in or in connection with this Agreement, any other Transaction Document or any other document furnished pursuant hereto or thereto or in connection herewith or therewith; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, any other Transaction Document or any other document furnished pursuant hereto or thereto or in connection herewith or therewith, on the part of any party hereto or thereto or to inspect the property (including the books and records) of BAFC, the Guarantor or any other Program Party; (iv) shall not be responsible to any Liquidity Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Transaction Document 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 incur liability to 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 Person by reason of the Administrative Agent. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Series 2000-1 Early Amortization Event, Potential Series 2000-1 Early Amortization Event, Mandatory CP Wind-Down Event or Mandatory Liquidation Event unless the Administrative Agent has received written notice from a Liquidity Bank, the Servicer, the Company, the Guarantor or BAFC referring to this Agreement, describing such Series 2000-1 Early Amortization Event, Potential Series 2000-1 Early Amortization Event, Mandatory CP Wind-Down Event or Mandatory Liquidation Event and stating that such notice is a “Notice of Series 2000-1 Early Amortization Event,” “Notice of Potential Series 2000-1 Early Amortization Event,” “Notice of Mandatory CP Wind-Down Event” or “Notice of Mandatory Liquidation Event,” as the case may be. In the event that the Administrative Agent receives such a notice of the occurrence of a Series 2000-1 Early Amortization Event, Mandatory CP Wind-Down Event, Potential Series 2000-1 Early Amortization Event or Mandatory Liquidation Event, the Administrative Agent shall promptly give notice thereof to the Liquidity Banks. The Administrative Agent shall take such action with respect to such Series 2000-1 Early Amortization Event, Potential Series 2000-1 Early Amortization Event or Mandatory Liquidation Event as shall be reasonably directed by the Majority Liquidity Banks; provided that, if the Administrative Agent has not yet received such directions from the Majority Liquidity Banks after using reasonable efforts to receive such directions, the Administrative Agent may (but shall not be obligated to) take such action or refrain from taking such action, with respect to such Series 2000-1 Early Amortization Event, Potential Series 2000-1 Early Amortization Event or Mandatory Liquidation Event as it shall deem advisable in the best interests of the Liquidity Banks. 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 hereunderso refraining. The Administrative Agent shall be entitled fully justified in failing or refusing to rely on take any communicationaction hereunder or under any other Loan Document (a) if such action would, instrumentin the opinion of the Administrative Agent, paper be contrary to Law or the terms of this Agreement or any other document believed Loan Document, (b) if such action would, in the opinion of the Administrative Agent, expose the Administrative Agent to Environmental Liabilities or (c) if the Administrative Agent shall not first be indemnified to its satisfaction against any and all liability and expense which may be incurred by it by reason of taking or continuing to be genuine and correct and to have been signed or sent by take any such action. Without limiting the proper Person or Persons. With respect to its share of liability under this Agreementforegoing, JPMorgan Chase or any successor agent, if a Liquidity Bank, no Lender shall have any right of action whatsoever against the same rights, power, remedies and privileges Administrative Agent as a result of the Administrative Agent acting or refraining from acting hereunder or under any other Liquidity Bank and may exercise Loan Document in accordance with the same as though it were not the administrative agent instructions of the Liquidity Banks hereunderRequisite Lenders or all affected Lenders, as applicable.

Appointment of the Administrative Agent. Each Liquidity Bank hereby irrevocably appoints JPMorgan Chase Bank, N.A. as its Administrative Agent hereunder, under the Guaranty, under the Letter of Credit Reimbursement Agreement, under the Letter of Credit and under the Security Agreement and hereby authorizes the Administrative Agent to take such action on its behalf to execute, deliver and perform such documents on its behalf, and to exercise such rights, remedies, powers and privileges hereunder or thereunder as are specifically authorized to be exercised by the Administrative Agent by the terms hereof or thereof, together with such rights, remedies, powers and privileges as are reasonably incidental thereto. The Administrative Agent may execute any of its duties hereunder and under the Security Agreement by or through agents or employees, and the Administrative Agent shall not be responsible for the negligence or misconduct of any such agents or employees selected by it with reasonable care. The relationship between the Administrative Agent and each Liquidity Bank is that of agent and principal only, and nothing herein shall be deemed to constitute or appoint the Administrative Agent a trustee or fiduciary for any Liquidity Bank or impose on the Administrative Agent any obligations other than those for which express provision is made herein, under the Guaranty, under the Letter of Credit Reimbursement Agreement, under the Letter of Credit or in the Security Agreement. Upon receipt, the Administrative Agent will forward to each Liquidity Bank (a) an executed copy of the Transaction Documents, (b) a copy of each Monthly Settlement Statement and Daily Report, and (c) a copy of each financial statement, accountant’s certification and officer’s certificate specified in Section 7.01 hereof and in Section 8.1 of the Guaranty. The Administrative Agent shall not have any duty to exercise any right, power, remedy or privilege granted to it hereby or thereby, or to take any affirmative action or exercise any discretion hereunder or thereunder, including, without limitation, the right of the Administrative Agent to instruct the Depositary not to issue or deliver Commercial Paper under the provisions of subsection 2.01(a) hereof and the Depositary Agreement, unless directed to do so by all the Liquidity Banks or the Majority Liquidity Banks, as applicable (and shall be fully protected in acting or refraining from acting pursuant to such directions which shall be binding upon the Liquidity Banks), shall not, without the prior approval of all the Liquidity Banks consent to any reduction of the Letter of Credit Commitment pursuant to Section 2.01(d)(i) of the Letter of Credit Reimbursement Agreement, and shall not, without the prior approval of all the Liquidity Banks or the Majority Liquidity Banks, as applicable, consent to any material departure by BAFC or the Depositary from the terms hereof or thereof, waive any default on the part of any such party under any such agreement or instrument or amend, modify, supplement or terminate, or agree to any surrender of, any such agreement or instrument; provided, that the foregoing limitation on the authority of the Administrative Agent is for the benefit of the Liquidity Banks and shall not impose any obligation on BAFC to investigate or inquire into the authority of the Administrative Agent in any circumstances, and BAFC shall be fully protected in carrying out any request, direction or instruction made or given to BAFC by the Administrative Agent in the exercise of any right, power, remedy or privilege granted to the Administrative Agent hereby or by the terms of any other Transaction Document, receiving or acting upon any consent or waiver granted to BAFC hereunder or thereunder by the Administrative Agent, or entering into any amendment or modification of, or supplement to, this Agreement or any other Transaction Document, and BAFC shall not be subject to the claims of any Liquidity Bank by reason of the lack of authority of the Administrative Agent to take any such action nor shall the lack of authority on the part of the Administrative Agent in any circumstance give rise to any claim on the part of BAFC against any Liquidity Bank; and provided, further, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement, or applicable law. 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 therewiththerewith,(x) with the consent of or at the request of the Majority Liquidity Banks (or such other number or percentage of the Liquidity Banks as shall be necessary, except for any liability determinedor as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in a final judgment the Transaction Documents) or (y) in the absence of its own gross negligence or willful misconduct (such absence to be presumed unless otherwise determined by a court of competent jurisdiction to have resulted from the Administrative Agent’s or such Liquidity Bank’s own gross negligence or willful misconductby a final and non-appealable judgment); nor shall the Administrative Agent or any Liquidity Bank be responsible to the Administrative Agent or any other Liquidity Bank, as the case may be, for the validity, effectiveness, value, sufficiency or enforceability against any Program Party, of any Transaction Document or other document furnished pursuant hereto or thereto or in connection herewith or therewith. The Administrative Agent shall not be liable under this Agreement to BAFC or the Guarantor or their respective directors, officers, agents, employees or members, or any Secured Party or its directors, officers, agents, employees or stockholders for indirect, special, punitive, incidental or consequential loss or damage of any kind whatsoever, including, without limitation, lost profits. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for BAFC), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with or in reliance upon the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Liquidity Bank and shall not be responsible to any Liquidity Bank for any statements, warranties or representations made in or in connection with this Agreement, any other Transaction Document or any other document furnished pursuant hereto or thereto or in connection herewith or therewith; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, any other Transaction Document or any other document furnished pursuant hereto or thereto or in connection herewith or therewith, on the part of any party hereto or thereto or to inspect the property (including the books and records) of BAFC, the Guarantor or any other Program Party; (iv) shall not be responsible to any Liquidity Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Transaction Document (including, for the avoidance of doubt, in connection with the Administrative Agent’s reliance on any Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual, executed signature page) or any other instrument or document furnished pursuant hereto or thereto; (v) shall incur no liability under or in respect of this Agreement, any other Transaction Document or any other document furnished pursuant hereto or thereto or in connection herewith or therewith, by acting upon or relying upon any notice, consent, certificate or other instrument or writing or telephonic instruction, or notices to the extent authorized herein or therein believed by it to be genuine and sent by the proper party or parties; and (vi) may deem and treat the payee of any Liquidity Loan Note as the owner thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof satisfactory to the Administrative Agent signed by such payee shall have been filed with the Administrative Agent. Each Liquidity Bank hereby represents that it has, independently and without reliance on the Administrative Agent or any other Liquidity Bank, and based on such documents and information as it has deemed appropriate, made its own appraisal of the financial risks and other risks involved in the transactions contemplated hereunder and under the Transaction Documents and of the financial condition and affairs of BAFC, the Guarantor and the other Program Parties, and the adequacy of the security granted to the Liquidity Banks under the Security Agreement and its own decision to enter into this Agreement and the Security Agreement and the transactions contemplated hereby and thereby and agrees that it will, independently and without reliance upon the Administrative Agent or any other Liquidity Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own appraisals and decisions in taking or not taking action under this Agreement or the Security Agreement. The Administrative Agent shall not be required to keep itself informed as to the performance or observance by BAFC, the Guarantor or any other Program Party of this Agreement, the other Transaction Documents or any other document referred to or provided for herein or therein or to make inquiry of, or to inspect the properties or books of BAFC, the Guarantor or other Program Parties. Except for notices, reports and other documents and information expressly required to be furnished to the Liquidity Banks by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Liquidity Bank with any credit or other information concerning BAFC, the Guarantor or other Program Parties which may come into the possession of the Administrative Agent. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Series 2000-1 Early Amortization Event, Potential Series 2000-1 Early Amortization Event, Mandatory CP Wind-Down Event or Mandatory Liquidation Event unless the Administrative Agent has received written notice from a Liquidity Bank, the Servicer, the Company, the Guarantor or BAFC referring to this Agreement, describing such Series 2000-1 Early Amortization Event, Potential Series 2000-1 Early Amortization Event, Mandatory CP Wind-Down Event or Mandatory Liquidation Event and stating that such notice is a “Notice of Series 2000-1 Early Amortization Event,” “Notice of Potential Series 2000-1 Early Amortization Event,” “Notice of Mandatory CP Wind-Down Event” or “Notice of Mandatory Liquidation Event,” as the case may be. In the event that the Administrative Agent receives such a notice of the occurrence of a Series 2000-1 Early Amortization Event, Mandatory CP Wind-Down Event, Potential Series 2000-1 Early Amortization Event or Mandatory Liquidation Event, the Administrative Agent shall promptly give notice thereof to the Liquidity Banks. The Administrative Agent shall take such action with respect to such Series 2000-1 Early Amortization Event, Potential Series 2000-1 Early Amortization Event or Mandatory Liquidation Event as shall be reasonably directed by the Majority Liquidity Banks; provided that, if the Administrative Agent has not yet received such directions from the Majority Liquidity Banks after using reasonable efforts to receive such directions, the Administrative Agent may (but shall not be obligated to) take such action or refrain from taking such action, with respect to such Series 2000-1 Early Amortization Event, Potential Series 2000-1 Early Amortization Event or Mandatory Liquidation Event as it shall deem advisable in the best interests of the Liquidity Banks. Each Liquidity Bank hereby agrees, in the ratio that such Liquidity Bank’s Percentage of the Aggregate Liquidity Commitment hereunder bears to the Aggregate Liquidity Commitment, to indemnify and hold harmless the Administrative Agent and its directors, officers, agents and employees, from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, settlements, costs and expenses of any kind whatsoever (including, without limitation, fees and expenses of attorneys, accountants and experts) incurred or suffered by the Administrative Agent in its capacity as Administrative Agent hereunder as a result of any action taken or omitted to be taken by the Administrative Agent in such capacity or otherwise incurred or suffered by, made upon, or assessed against the Administrative Agent in such capacity; provided, that no Liquidity Bank shall be liable for any portion of any such losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, settlements, costs or expenses determined, in the final and non-appealable judgment of a court of competent jurisdiction, to be attributable to gross negligence or willful misconduct on the part of the Administrative Agent. Without limiting the generality of the foregoing, each Liquidity Bank hereby agrees, in the ratio aforesaid, to reimburse the Administrative Agent promptly following its demand for any out-of-pocket expenses (including, without limitation, attorneys’ fees and expenses) incurred by the Administrative Agent or its directors, officers, agents and employees hereunder or under the Security Agreement, and not promptly reimbursed to the Administrative Agent by BAFC. Each Liquidity Bank’s obligations under this paragraph shall survive the termination of this Agreement and the discharge of BAFC’s obligations hereunder. The Administrative Agent shall be entitled to rely on any communication, instrument, paper or other document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons. With respect to its share of liability under this Agreement, JPMorgan Chase or any successor agent, if a Liquidity Bank, shall have the same rights, power, remedies and privileges as any other Liquidity Bank and may exercise the same as though it were not the administrative agent of the Liquidity Banks hereunder.