Common use of Consideration and Terms Clause in Contracts

Consideration and Terms. (a) On any date prior to the Facility ----------------------- Termination Date, the Transferor may request a Transfer, which Transfer shall be in a minimum amount of $10,000,000 and increments of $100,000 in excess thereof, by delivering to the Administrative Agent not later than 11:00 a.m. (New York time), three Business Days prior to such requested Transfer (each, a "Transfer -------- Date"), written notice in the form of Annex C specifying the proposed Transfer ---- Date and setting forth detailed information regarding the Receivables to be included in such Transfer, including an addendum to Schedule II hereto. The total amount to be paid by the Active Transferees in respect of such Transfer shall be equal to the Aggregate Adjusted Outstanding Balance of the Related Contracts for the Receivables included in such Transfer (the "Consideration" for such Receivables). (b) Promptly upon receipt of such notice, the Administrative Agent shall deliver a copy thereof to each of the Transferees. By 3 p.m. (New York City time) on each Transfer Date, upon satisfaction of the applicable conditions set forth in Exhibit II hereto, (x) the Active Transferees shall make available to the Administrative Agent their respective Pro Rata shares of the Consideration in respect of such Transfer by deposit of such amounts in same day funds to the Administrative Agent's Account and, after the receipt by the Administrative Agent of such funds, the Administrative Agent will cause such Consideration to be paid to the Transferor in immediately available funds prior to 4:00 p.m. (New York City time) to the Transferor's account no. 21000-1177-1909 at First Union Bank, Philadelphia, Pennsylvania (ABA#0312-0146-7); provided, however, that in -------- ------- the case of each Transfer other than the initial Transfer, the applicable Consideration may be netted against all amounts on such payments of Capital to be deposited in the Administrative Agent's Account on such date by the Collection Agent pursuant to Section 1.03 and (y) the Transferor does hereby (effective on the date of each Transfer automatically and without any further documentation) transfer to the Administrative Agent for the benefit of the applicable Transferees all of the related Receivables, the Related Contracts, the Related Security and the Collections in respect thereof. The Active Transferees shall on or before the tenth day of each month (or if such day is not a Business Day, on the preceding Business Day), notify the Administrative Agent, and the Administrative Agent shall notify the Transferor, of the Yield accrued with respect to the prior Settlement Period or portion thereof. Each Transfer to the Administrative Agent on behalf of the Active Transferees hereunder shall be allocated Pro Rata to each such Transferee. (c) Each APA Transferee's obligation hereunder shall be several, such that the failure of any APA Transferee to make a payment in connection with any Transfer hereunder shall not relieve any other APA Transferee of its obligation hereunder to make payment for any Transfer. Further, in the event any APA Transferee fails to satisfy its obligation to accept a Transfer as required hereunder, upon receipt of notice of such failure from the Administrative Agent, subject to the limitations set forth herein, each of the non-defaulting APA Transferees shall accept a transfer of its respective Pro Rata share of such defaulting APA Transferee's applicable share of 4860144 the related Transfer (determined without regard to the Commitment of the defaulting APA Transferee). Notwithstanding anything in this paragraph to the contrary, no APA Transferee shall be required to accept a transfer pursuant to this paragraph for an amount which would cause the Capital of such APA Transferee (after giving effect to such transfer) to exceed its

Consideration and Terms. (a) On any date prior to the Facility ----------------------- Termination Date, the Transferor may request a Transfer, which Transfer shall be in a minimum amount of $10,000,000 and increments of $100,000 in excess thereof, by delivering to the Administrative Agent not later than 11:00 a.m. (New York time), three Business Days prior to such requested Transfer (each, a "Transfer -------- Date"), written notice in the form of Annex C specifying the proposed Transfer ---- Date and setting forth detailed information regarding the Receivables to be included in such Transfer, including an addendum to Schedule II hereto. The total amount to be paid by the Active Transferees in respect of such Transfer shall be equal to the Aggregate Adjusted Outstanding Balance of the Related Contracts for the Receivables included in such Transfer (the "Consideration" for such Receivables). (b) Promptly upon receipt of such notice, the Administrative Agent shall deliver a copy thereof to each of the Transferees. By 3 p.m. (New York City time) on each Transfer Date, upon satisfaction of the applicable conditions set forth in Exhibit II hereto, (x) the Active Transferees shall make available to the Administrative Agent their respective Pro Rata shares of the Consideration in respect of such Transfer by deposit of such amounts in same day funds to the Administrative Agent's Account and, after the receipt by the Administrative Agent of such funds, the Administrative Agent will cause such Consideration to be paid to the Transferor in immediately available funds prior to 4:00 p.m. (New York City time) to the Transferor's account no. 21000-1177-1909 5603799977 at First Union PNC Bank, PhiladelphiaN.A., Pennsylvania Delaware (ABA#0312ABA#031-0146100-7089); provided, however, that in -------- ------- the case of each Transfer other than the initial Transfer, the applicable Consideration may be netted against all amounts on such payments of Capital to be deposited in the Administrative Agent's Account on such date by the Collection Agent pursuant to Section 1.03 and (y) the Transferor does hereby (effective on the date of each Transfer automatically and without any further documentation) transfer to the Administrative Agent for the benefit of the applicable Transferees all of the related Receivables, the Related Contracts, the Related Security and the Collections in respect thereof. The Active Transferees shall on or before the tenth day of each month (or if such day is not a Business Day, on the preceding Business Day), notify the Administrative Agent, and the Administrative Agent shall notify the Transferor, of the Yield accrued with respect to the prior Settlement Period or portion thereof. Each Transfer to the Administrative Agent on behalf of the Active Transferees hereunder shall be allocated Pro Rata to each such Transferee. (c) Each APA Alternate Transferee's obligation hereunder shall be several, such that the failure of any APA Alternate Transferee to make a payment in connection with any Transfer hereunder shall not relieve any other APA Alternate Transferee of its obligation hereunder to make payment for any Transfer. Further, in the event any APA Alternate Transferee fails to satisfy its obligation to accept a Transfer as required hereunder, upon receipt of notice of such failure from the Administrative Agent, subject to the limitations set forth herein, each of the non-defaulting APA Alternate Transferees shall accept a transfer of its respective Pro Rata share of such defaulting APA Alternate Transferee's applicable share of 4860144 the related Transfer (determined without regard to the Commitment of the defaulting APA Alternate Transferee). Notwithstanding anything in this paragraph to the contrary, no APA Alternate Transferee shall be required to accept a transfer pursuant to this paragraph for an amount which would cause the Capital of such APA Alternate Transferee (after giving effect to such transfer) to exceed itsits Commitment.

Consideration and Terms. (a) On any date prior to the ----------------------- Facility ----------------------- Termination Date, the Transferor may request a Transfer, which Transfer shall be in a minimum amount of $10,000,000 and increments of $100,000 in excess thereof, by delivering to the Administrative Agent not later than 11:00 a.m. (New York time), three Business Days prior to such requested Transfer (each, a "Transfer -------- Date"), written notice in the form of Annex C specifying the proposed ------------- Transfer ---- Date and setting forth detailed information regarding the Receivables to be included in such Transfer, including an addendum to Schedule II hereto. The total amount to be paid by the Active Transferees in respect of such Transfer shall be equal to the Aggregate Adjusted Outstanding Balance of the Related Contracts for the Receivables included in such Transfer (the "Consideration" for such Receivables). (b) Promptly upon receipt of such notice, the Administrative Agent shall deliver a copy thereof to each of the Transferees. By 3 p.m. (New York City time) on each Transfer Date, upon satisfaction of the applicable conditions set forth in Exhibit II hereto, (x) the Active Transferees shall make available to the Administrative Agent their respective Pro Rata shares of the Consideration in respect of such Transfer by deposit of such amounts in same day funds to the Administrative Agent's Account and, after the receipt by the Administrative Agent of such funds, the Administrative Agent will cause such Consideration to be paid to the Transferor in immediately available funds prior to 4:00 p.m. (New York City time) to the Transferor's account no. 21000-1177-1909 5603799977 at First Union PNC Bank, PhiladelphiaN.A., Pennsylvania Delaware (ABA#0312ABA#031-0146100-7089); provided, however, that in -------- ------- the case ------------------ of each Transfer other than the initial Transfer, the applicable Consideration may be netted against all amounts on such payments of Capital to be deposited in the Administrative Agent's Account on such date by the Collection Agent pursuant to Section 1.03 and (y) the Transferor does hereby (effective on the date of each Transfer automatically and without any further documentation) transfer to the Administrative Agent for the benefit of the applicable Transferees all of the related Receivables, the Related Contracts, the Related Security and the Collections in respect thereof. The Active Transferees shall on or before the tenth day of each month (or if such day is not a Business Day, on the preceding Business Day), notify the Administrative Agent, and the Administrative Agent shall notify the Transferor, of the Yield accrued with respect to the prior Settlement Period or portion thereof. Each Transfer to the Administrative Agent on behalf of the Active Transferees hereunder shall be allocated Pro Rata to each such Transferee. (c) Each APA Alternate Transferee's obligation hereunder shall be several, such that the failure of any APA Alternate Transferee to make a payment in connection with any Transfer hereunder shall not relieve any other APA Alternate Transferee of its obligation hereunder to make payment for any Transfer. Further, in the event any APA Alternate Transferee fails to satisfy its obligation to accept a Transfer as required hereunder, upon receipt of notice of such failure from the Administrative Agent, subject to the limitations set forth herein, each of the non-defaulting APA Alternate Transferees shall accept a transfer of its respective Pro Rata share of such defaulting APA Alternate Transferee's applicable share of 4860144 the related Transfer (determined without regard to the Commitment of the defaulting APA Alternate Transferee). Notwithstanding anything in this paragraph to the contrary, no APA Alternate Transferee shall be required to accept a transfer pursuant to this paragraph for an amount which would cause the Capital of such APA Alternate Transferee (after giving effect to such transfer) to exceed itsits Commitment.