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EXECUTION VERSION
GUARANTY
This Guaranty (as amended, supplemented or otherwise modified
in
accordance with the terms hereof and in effect from time to time,
this
"Guaranty") is made as of the 20th day of December, 2006 by Bunge
Limited, a
company incorporated under the laws of Bermuda (together with any
successors or
assigns permitted hereunder, "BL" or "Guarantor") to HSBC Bank plc
("HSBC"), in
its capacity as the agent (together with its successors and
assigns, the
"Agent") under the U.S.$600,000,000 Facility Agreement, dated
December 20, 2006
(as amended, supplemented or otherwise modified from time to time
in accordance
with the terms thereof, the "Facility Agreement"), among Bunge
Finance Europe
B.V., a company incorporated under the laws of The Netherlands
("BFE"), the
Agent, BNP Paribas and HSBC Bank plc, as Mandated Lead Arrangers
(collectively,
the "Arrangers"), and the financial institutions from time to time
party thereto
(each a "Lender" and collectively, the "Lenders"), for the benefit
of the
Lenders.
WITNESSETH:
WHEREAS, pursuant to the Facility Agreement the Lenders have
agreed
to make revolving loans (the "Loans") to BFE from time to time;
WHEREAS, the execution and delivery of this Guaranty is a
condition
precedent to the effectiveness of the Facility Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties hereby agree as
follows:
Section 1. Definitions. For all purposes of this Guaranty, except
as
otherwise expressly provided in Annex A hereto or unless the
context otherwise
requires, capitalized terms used herein shall have the meanings
assigned to such
terms in the Facility Agreement.
Section 2. Guaranty. Subject to the terms and conditions of
this
Guaranty, the Guarantor hereby unconditionally and irrevocably
guarantees
(collectively, the "Guaranty Obligations") (a) the prompt and
punctual payment
of all amounts due and owing (whether at the stated maturity, by
acceleration,
or otherwise) in respect of Loans made by the Lenders to BFE under
the Facility
Agreement and the other Finance Documents and (b) all fees,
expenses and
indemnifications of the Lenders and the Agent owed by BFE under the
Facility
Agreement and the other Finance Documents, in any case described in
(a) or (b)
above whether direct or indirect, absolute or contingent, due or to
become due,
or now existing or hereafter incurred. This Guaranty is a guaranty
of payment
and not of collection. All payments by the Guarantor under this
Guaranty shall
be made in United States dollars, and (i) with respect to Loans,
shall be made
to the Agent for disbursement pro rata to the Lenders in accordance
with the
proportion that each Lender's respective Commitment bears to the
Total
Commitments (each such proportion constituting the respective
Lender's
"Aggregate Exposure Percentage"), (ii) with respect to fees,
expenses and
indemnifications owed to the Lenders, shall be made to the Agent
for
disbursement pro rata to the Lenders in accordance with their
respective
Aggregate Exposure Percentages and
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(iii) with respect to fees, expenses and indemnifications owed to
the Agent,
shall be made to the Agent. This Guaranty shall remain in full
force and effect
until the Guaranty Obligations are paid in full and the Commitments
are
terminated, notwithstanding that from time to time prior thereto
BFE may be free
from any payment obligations under the Finance Documents.
Section 3. Guaranty Absolute. The Guarantor guarantees that the
Guaranty Obligations will be paid, regardless of any applicable
law, regulation
or order now or hereinafter in effect in any jurisdiction affecting
any of such
terms or the rights of the Agent or any Lender with respect
thereto. The
liability of the Guarantor under this Guaranty shall be absolute
and
unconditional irrespective of:
(a) Any lack of validity or enforceability of or defect or
deficiency in the Facility Agreement, any Transaction Document or
other
Finance Document or any other agreement or instrument executed
in
connection with or pursuant thereto;
(b) Any change in the time, manner, terms or place of payment
of, or in any other term of, all or any of the Guaranty
Obligations, or
any other amendment or waiver of or any consent to departure from
the
Facility Agreement, any Transaction Document or other Finance
Document
or any other agreement or instrument relating thereto or executed
in
connection therewith or pursuant thereto;
(c) Any sale, exchange or non-perfection of any property
standing as security for the liabilities hereby guaranteed or
any
liabilities incurred directly or indirectly hereunder or any
setoff
against any of said liabilities, or any release or amendment or
waiver
of or consent to departure from any other guaranty, for all or any
of
the Guaranty Obligations;
(d) The failure of the Agent or a Lender to assert any claim
or demand or to enforce any right or remedy against BFE or any
other
Person hereunder or under the Facility Agreement or any
Transaction
Document or other Finance Document;
(e) Any failure by BFE in the performance of any obligation
with respect to the Facility Agreement or any other Finance
Document;
(f) Any bankruptcy of BFE;
(g) Any other circumstance which might otherwise constitute a
defense available to, or a discharge of, the Guarantor, BFE or
any
other Person (including any other guarantor) that is a party to
any
document or instrument executed in respect of the Guaranty
Obligations;
or
(h) Any limitation of BFE's obligations pursuant to subsection
20(b) of the Facility Agreement.
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The obligations of the Guarantor under this Guaranty shall not
be
affected by the amount of credit extended to BFE, any repayment by
BFE to the
Agent or the Lenders (in each case, other than the full and final
payment of all
of the Guaranty Obligations), the allocation by the Agent or the
Lenders of any
repayment, any compromise or discharge of the Guaranty Obligations,
any
application, release or substitution of collateral or other
security therefor,
the release of any guarantor, surety or other person obligated in
connection
with any document or instrument executed in respect of the Guaranty
Obligations,
or any further advances to BFE.
Section 4. Waiver. The Guarantor hereby waives (a) promptness,
diligence, notice of acceptance, presentment, demand, protest,
notice of protest
and dishonor, notice of default, notice of intent to accelerate,
notice of
acceleration and any other notice with respect to any of the
Guaranty
Obligations and this Guaranty, and (b) any requirement that the
Agent or the
Lenders protect, secure, perfect or insure any security interest or
Lien on any
property subject thereto or exhaust any right or take any action
against BFE or
any other Person or entity or any collateral or that BFE or any
other Person or
entity be joined in any action hereunder. All dealings between BFE
or the
Guarantor, on the one hand, and the Agent and the Lenders, on the
other hand,
shall likewise be conclusively presumed to have been had or
consummated in
reliance upon this Guaranty. Should the Agent seek to enforce the
obligations of
the Guarantor hereunder by action in any court, the Guarantor
waives any
necessity, substantive or procedural, that a judgment previously be
rendered
against BFE or any other Person, or that any action be brought
against BFE or
any other Person, or that BFE or any other Person should be joined
in such
cause. Such waiver shall be without prejudice to the Agent at its
option to
proceed against BFE or any other Person, whether by separate action
or by
joinder. The Guarantor further expressly waives each and every
right to which it
may be entitled by virtue of the suretyship law of the State of New
York or any
other applicable jurisdiction.
Section 5. Several Obligations. The obligations of the
Guarantor
hereunder are separate and apart from BFE or any other Person
(other than the
Guarantor), and are primary obligations concerning which the
Guarantor is the
principal obligor. The Guarantor agrees that this Guaranty shall
not be
discharged except by payment in full of the Guaranty Obligations,
termination of
the Commitments and complete performance of the obligations of the
Guarantor
hereunder. The obligations of the Guarantor hereunder shall not be
affected in
any way by the release or discharge of BFE from the performance of
any of the
Guaranty Obligations, whether occurring by reason of law or any
other cause,
whether similar or dissimilar to the foregoing.
Section 6. Subrogation Rights. If any amount shall be paid to
the
Guarantor on account of subrogation rights at any time when all the
Guaranty
Obligations shall not have been paid in full, such amount shall be
held in trust
for the benefit of the Agent and shall forthwith be paid to the
Agent to be
applied to the Guaranty Obligations as specified in the Finance
Documents. If
(a) the Guarantor makes a payment to the Agent of all or any part
of the
Guaranty Obligations and (b) all the Guaranty Obligations have been
paid in full
and the Commitments have terminated, the Agent will, at the
Guarantor's request,
execute and deliver to the Guarantor appropriate documents, without
recourse and
without representation or warranty of any kind whatsoever,
necessary to evidence
the transfer by subrogation to the Guarantor of any interest in
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the Guaranty Obligations resulting from such payment by the
Guarantor. The
Guarantor hereby agrees that it shall have no rights of subrogation
with respect
to amounts due to the Agent or the Lenders until such time as all
obligations of
BFE to the Lenders and the Agent have been paid in full, the
Commitments have
been terminated and the Facility Agreement has been terminated.
Section 7. Representations and Warranties. The Guarantor hereby
represents and warrants as follows:
(a) Financial Condition.
(i) The consolidated balance sheet of the Guarantor and
its consolidated Subsidiaries as at December 31, 2005 and the
related consolidated statements of income for the fiscal year
ended
on such date, reported on by the Guarantor's independent public
accountants, copies of which have heretofore been furnished to
the
Agent, are complete and correct, in all material respects, and
present fairly the financial condition of the Guarantor and its
consolidated Subsidiaries as at such date, and the results of
operations for the fiscal year then ended. Such financial
statements, including any related schedules and notes thereto,
have
been prepared in accordance with GAAP applied consistently
throughout the periods involved (except as approved by the
external
auditors and as disclosed therein, if any).
(ii) Except as disclosed in Schedule VI attached hereto,
neither the Guarantor nor its consolidated Subsidiaries had, at
the
date of the most recent balance sheet referred to above, any
material guarantee obligation, contingent liability (as defined
in
accordance with GAAP), or any long-term lease or unusual forward
or
long-term commitment, including, without limitation, any
interest
rate or foreign currency swap or exchange transaction, which is
not
reflected in the foregoing statements or in the notes thereto,
except for guarantees, indemnities or similar obligations of
the
Guarantor or a consolidated Subsidiary supporting obligations of
one
Subsidiary to another Subsidiary.
(iii) During the period from December 31, 2005 to and
including the date hereof, except as disclosed in Schedule VI
attached hereto, neither the Guarantor nor its consolidated
Subsidiaries has sold, transferred or otherwise disposed of any
material part of its business or property, nor has it purchased
or
otherwise acquired any business or property (including any
capital
stock of any other Person) material in relation to the
consolidated
financial condition of the Guarantor and its consolidated
Subsidiaries at December 31, 2005.
(b) No Change. Since December 31, 2005, except as disclosed in
Schedule I hereof, there has been no development or event which has
had
or could, in the Guarantor's good faith reasonable judgment,
reasonably
be expected to have a Material Adverse Effect.
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(c) Corporate Existence; Compliance with Law. The Guarantor
and each of its Subsidiaries (i) is duly organized and validly
existing
under the laws of the jurisdiction of its incorporation, (ii) has
the
corporate power and authority, and the legal right, to own and
operate
its property, to lease the property it operates as lessee and
to
conduct the business in which it is currently engaged, (iii) is
duly
qualified under the laws of each jurisdiction where its
ownership,
lease or operation of property or the conduct of its business
requires
such qualification, except where the failure to be so duly
qualified
could not reasonably be expected to have a Material Adverse Effect,
and
(iv) is in compliance with all Requirements of Law and
Contractual
Obligations, except any non-compliance which could not reasonably
be
expected to have a Material Adverse Effect.
(d) Corporate Power; Authorization; Enforceable Obligations.
The Guarantor and each of its Subsidiaries has the corporate power
and
authority, and the legal right, to make, deliver and perform
this
Guaranty and each of the other Finance Documents and
Transaction
Documents to which it is a party and to borrow thereunder and has
taken
all necessary corporate action to authorize (i) the borrowings on
the
terms and conditions of the Finance Documents, (ii) the
execution,
delivery and performance of this Guaranty and each of the other
Finance
Documents and Transaction Documents to which it is a party and
(iii)
the remittance of payments of all amounts payable hereunder and
thereunder. No consent or authorization of, filing with, notice to
or
other act by or in respect of, any Governmental Authority or any
other
Person is required in connection with the borrowings under the
Finance
Documents or Transaction Documents, the remittance of payments
in
accordance with the terms hereof and thereof or with the
execution,
delivery, performance, validity or enforceability of this Guaranty
and
each of the other Finance Documents and Transaction Documents.
This
Guaranty and each of the other Finance Documents and
Transaction
Documents to which they are a party have been duly executed and
delivered on behalf of the Guarantor and each of its Subsidiaries.
Each
of this Guaranty and each of the other Finance Documents and
Transaction Documents to which they are a party constitutes a
legal,
valid and binding obligation of the Guarantor and each of its
Subsidiaries enforceable against the Guarantor and each of its
Subsidiaries in accordance with its terms, except as enforceability
may
be limited by applicable bankruptcy, insolvency,
reorganization,
moratorium or similar laws affecting the enforcement of
creditors'
rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or law).
(e) No Legal Bar. The execution, delivery and performance by
the Guarantor of this Guaranty, and by it and each of its
Subsidiaries
of the other Finance Documents and Transaction Documents to which
each
such entity is a party, the borrowings thereunder and the use of
the
proceeds thereof will not violate any Requirement of Law or
Contractual
Obligation or any agreement, instrument or other undertaking to
which
the Guarantor or its Subsidiaries is a party or by which it is
bound
and will not result in, or require, the creation or imposition of
any
Lien on any of the properties or revenues of any of the Guarantor
or
its Subsidiaries pursuant to any such Requirement of Law or
agreement,
instrument or undertaking.
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(f) No Material Litigation. Except as disclosed in Schedule
VII attached hereto, no litigation, investigation or proceeding of
or
before any arbitrator or Governmental Authority is pending or, to
the
knowledge of the Guarantor, threatened by or against the Guarantor
or
any of its Subsidiaries or against any of their respective
properties
or revenues (a) with respect to this Guaranty or the other
Finance
Documents or Transaction Documents or any of the transactions
contemplated hereby or (b) which could reasonably be expected to
have a
Material Adverse Effect.
(g) Ownership of Property; Liens. The Guarantor and each of
its Subsidiaries has good record and marketable title in fee simple
to,
or a valid leasehold interest in, all its material real property,
and
good title to, or a valid leasehold interest in, all its other
material
property except for defects in title which would not have a
Material
Adverse Effect, and none of the property is subject to any Lien,
other
than Permitted Liens.
(h) Environmental Matters. The Guarantor and its Subsidiaries
have obtained all permits, licenses and other authorizations that
are
necessary to operate their respective business and required under
all
applicable Environmental Laws, except where the failure to do so
would
not reasonably be expected to have a Material Adverse Effect.
Except as
set forth on Schedule II, (i) Hazardous Materials have not at any
time
been generated, used, treated or stored on, released or disposed of
on,
or transported to or from, any property owned, leased, used,
operated
or occupied by the Guarantor or any of its Subsidiaries or, to the
best
of the Guarantor's knowledge, any property adjoining or in the
vicinity
of any such property except in compliance with all applicable
Environmental Laws other than where the failure to do so would
not
reasonably be expected to have a Material Adverse Effect and (ii)
there
are no past, pending or threatened (in writing) Environmental
Claims
against the Guarantor or any of its Subsidiaries or any property
owned,
leased, used, operated or occupied by the Guarantor or any of
its
Subsidiaries that individually or in the aggregate would reasonably
be
expected to have a Material Adverse Effect. The operations of
the
Guarantor and its Subsidiaries are in compliance in all
material
respects with all terms and conditions of the required permits,
licenses, certificates, registrations and authorizations, and are
also
in compliance in all material respects with all other
limitations,
restrictions, conditions, standards, prohibitions,
requirements,
obligations, schedules and timetables contained in the
Environmental
Laws, except where the failure to do so would not reasonably be
expected to have a Material Adverse Effect.
(i) No Default. Except with respect to the Indebtedness set
forth on Schedule III, neither the Guarantor nor any of its
Subsidiaries is in default under or with respect to any
agreement,
instrument or undertaking to which it is a party or by which it
is
bound in any respect which could reasonably be expected to have
a
Material Adverse Effect. No Series 2003-1 Early Amortization
Event,
Potential Series 2003-1 Early Amortization Event or Event of
Default
has occurred and is continuing.
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(j) Taxes. Under the laws of Bermuda, the execution, delivery
and performance by the Guarantor of this Guaranty and by it and
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each of its Subsidiaries of the other Finance Documents and
Transaction
Documents to which they are a party and all payments of
principal,
interest, fees and other amounts hereunder and thereunder are
exempt
from all income or withholding taxes, stamp taxes, charges or
contributions of Bermuda or any political subdivision or taxing
authority thereof, irrespective of the fact that the Agent or any
of
the Lenders may have a representative office or subsidiary in
Bermuda.
The Guarantor is validly obligated to make all payments due under
this
Guaranty and each of its Subsidiaries is validly obligated to make
all
payments due under the other Finance Documents and Transaction
Documents free and clear of any such tax, withholding or charge so
that
the Agent and the Lenders shall receive the amounts due as if no
such
tax, withholding or charge had been imposed.
(k) Pari Passu Status. The obligations of the Guarantor
hereunder constitute direct, general obligations of the Guarantor
and
rank at least pari passu (in priority of payment) with all
other
unsecured, unsubordinated obligations of the Guarantor resulting
from
any indebtedness for borrowed money or guarantee.
(l) Purpose of Loans. The proceeds of the Loans under the
Facility Agreement shall be used by BFE solely to make advances
under
the Series 2003-1 VFC.
(m) Information. All information (including, with respect to
the Guarantor, without limitation, the financial statements
required to
be delivered pursuant hereto), which has been made available to
the
Agent or any Lender by or on behalf of the Guarantor in connection
with
the transactions contemplated hereby and the other Finance
Documents
and Transaction Documents is complete and correct in all
material
respects and does not contain any untrue statement of a material
fact
or omit to state a material fact necessary in order to make the
statements contained therein not materially misleading in light of
the
circumstances under which such statements were made.
(n) Designated Obligors. On the date hereof, BL directly or
indirectly owns the percentage of the voting stock of each
Designated
Obligor (other than BL) set forth on Schedule IV hereto.
(o) Restrictions on Designated Obligors. There is no legal or
regulatory restriction on the ability of any Designated Obligor to
pay
dividends to the Guarantor out of earnings at such times as
such
Designated Obligor is not deemed to be insolvent pursuant to the
laws
of its jurisdiction of incorporation nor any legal or
regulatory
restriction preventing the Guarantor from converting such
dividend
payments to Dollars.
(p) Federal Regulations. No part of the proceeds of any loans
under the Investor Certificates will be used for "purchasing"
or
"carrying" any "margin stock" within the respective meanings of
each of
the quoted terms under Regulation U of the
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Board of Governors of the Federal Reserve System of the United
States
as now and from time to time hereafter in effect.
(q) Investment Company Act. The Guarantor is not an
"investment company", or a company "controlled" by an
"investment
company", within the meaning of the 1940 Act.
(r) Solvency. The Guarantor is, individually and together with
its Subsidiaries, Solvent.
(s) Consideration. The Guarantor has received, or will
receive, direct or indirect benefit from the making of this
Guaranty.
(t) Security Interest.
(i) All filings and other acts (including but not
limited to the acts required by subsection 2.01(b) of the Sale
Agreement and subsection 2.01(b) of the Pooling Agreement and
notifying related Obligors of the assignment of a Purchased
Loan,
except to the extent that the relevant UCC and other similar
laws
(to the extent applicable) permit a Seller (or Bunge Funding,
Inc.
or its assignees) to provide such notification subsequent to
the
applicable Loan Purchase Date without materially impairing the
Trust's ownership or security interest in the Trust Assets and
without incurring material expenses in connection with such
notification) necessary or advisable under the relevant UCC or
under
other applicable laws of jurisdictions outside the United States
(to
the extent applicable) shall have been made or performed in order
to
grant the Trust (for the benefit of each holder of Investor
Certificates) a full legal and beneficial ownership or first
priority perfected security interest in respect of all
Purchased
Loans.
(ii) BFE is the lawful owner of, and has good and
marketable title to, the Series 2003-1 VFC, free and clear of
all
Liens.
The Guarantor agrees that the foregoing representations and
warranties shall be
deemed to have been made by the Guarantor on the date of each
Utilisation
Request by BFE and each Utilisation Date under the Facility
Agreement on and as
of such dates.
Section 8. Covenants.
8.1 Affirmative Covenants. The Guarantor hereby agrees that,
so long as (i) any Loan remains outstanding and unpaid or any
other
amount is owing to the Agent or any Lender under the Facility
Agreement
or (ii) the Commitments have not been terminated:
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(a) Financial Statements. The Guarantor shall post on a
website, the address and any relevant password specifications
of
which shall have been given to the Agent, and shall provide to
the
Agent one paper copy of:
(i) promptly after each annual meeting of the
Guarantor, but in any event within 120 days after the end of
each fiscal year of the Guarantor, a copy of the audited
consolidated balance sheet of the Guarantor and its
consolidated Subsidiaries at the end of such year and related
audited consolidated statements of income and retained
earnings and of cash flows for such year, setting forth in
each case in comparative form the figures for the previous
year, certified by independent public accountants reasonably
acceptable to the Agent;
(ii) as soon as available, but in any event not later
than 60 days after the end of each of the first three quarters
of each fiscal year of the Guarantor, the unaudited
consolidated balance sheet of the Guarantor as at the end of
such quarter and the related unaudited consolidated statement
of income for such quarter and the portion of the fiscal year
through the end of such quarter, setting forth in each case in
comparative form the figures for the previous year, each in
the form reasonably acceptable to the Agent, certified by the
chief financial officer of the Guarantor; and
(iii) such additional financial and other information
as the Agent (at the request of any Lender or otherwise) may
from time to time reasonably request;
all such financial statements furnished under clause (i) above to
be
complete and correct in all material respects and prepared in
reasonable detail in accordance with GAAP applied consistently
throughout the periods reflected therein and with prior periods
(except as approved by such accountants or officer, as the case
may
be, and disclosed therein).
(b) Quarterly Compliance Certificates. The Guarantor
shall, within 60 days after the end of each of the first three
fiscal quarters of each fiscal year and 120 days after the end
of
each fiscal year, furnish to the Agent its certificate signed by
its
chief financial officer, treasurer or controller stating that,
to
the best of such officer's knowledge, during such period each of
the
Guarantor and BFE has observed or performed all of its covenants
and
other agreements, and satisfied every condition contained in
this
Guaranty and the other Finance Documents and Transaction
Documents
and any other related documents to be observed, performed or
satisfied by each of them, and that such officer has obtained
no
knowledge of any Series 2003-1 Early Amortization Event,
Potential
Series 2003-1 Early Amortization Event or Event of Default except
as
specified in
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such certificate and showing in reasonable detail the
calculations
evidencing compliance with the covenants in subsection 8.2(a).
(c) Conduct of Business and Maintenance of Existence.
The Guarantor shall, and shall cause each of the Designated
Obligors
to: (i) except as permitted by subsection 8.2(b), preserve,
renew
and keep in full force and effect its corporate existence; and
(ii)
take all reasonable action to maintain all rights, privileges
and
franchises necessary or desirable in the normal conduct of its
business, except where the failure to maintain the same would
not
have a Material Adverse Effect.
(d) Compliance with Laws and Contractual Obligations;
Authorization. The Guarantor shall, and shall cause each of its
Subsidiaries to, comply in all respects with all Requirements of
Law
and Contractual Obligations, except where failure to so comply
would
not have a Material Adverse Effect, and the Guarantor shall
obtain,
comply with the terms of and do all that is necessary to maintain
in
full force and effect all authorizations, approvals, licenses
and
consents required in or by any applicable laws and regulations
to
enable it lawfully to enter into and perform its obligations
under
this Guaranty or to ensure the legality, validity, enforceability
or
admissibility in evidence of this and the other Finance
Documents
and Transaction Documents.
(e) Maintenance of Property; Insurance. The Guarantor
shall, and shall cause each of its Subsidiaries to, keep all
property useful and necessary in its business in good working
order
and condition, except where failure to do so would not have a
Material Adverse Effect; and maintain with financially sound
and
reputable insurance companies insurance on all its property in
at
least such amounts and against at least such risks as are
customary
for the Guarantor's type of business.
(f) Inspection of Property; Books and Records. The
Guarantor shall, and shall cause each of the Designated Obligors
to,
keep proper books of records and account in which full, true
and
correct entries in conformity with GAAP and all Requirements of
Law
shall be made of all dealings and transactions in relation to
its
business and activities; and permit representatives of the Agent
and
each Lender to visit and inspect any of its properties and
examine
and make abstracts from any of its books and records at any time
and
as often as may reasonably be desired, provided that the Agent
and
each Lender has given reasonable prior written notice and the
Agent
and each Lender has executed a confidentiality agreement
reasonably
satisfactory to the Guarantor.
(g) Notices. The Guarantor shall give notice to the
Agent promptly after becoming aware of the same, of (i) the
occurrence of any Series 2003-1 Early Amortization Event,
Potential
Series 2003-1
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