Common use of Incremental Transfers Clause in Contracts

Incremental Transfers. Subject to Section 2.1, the Transferor shall, by notice to each Group Agent given by telecopy, offer to convey, transfer and assign to the Funding Agent, for the benefit of the Transferees, undivided percentage ownership interests in the Receivables and Related Security, Collections and Proceeds with respect thereto (each, an "Incremental Transfer") at least three (3) Business Days prior to the proposed date of any Incremental Transfer. Each such notice shall specify (i) the desired Transfer Price (which shall be at least $1,000,000 or integral multiples of $100,000 in excess thereof) or, to the extent that the then available unused portion of the Facility Limit is less than such amount, such lesser amount equal to such available portion of the Facility Limit and each Transferee Group's Share of such Transfer Price; (ii) the desired date of such Incremental Transfer; and (iii) if such Incremental Transfer is to be funded as a BR Tranche or a Eurodollar Tranche, the desired Tranche Period(s) (it being understood that all CP Tranches shall have a Tranche Period as defined in the definition of CP Tranche Period). Each Incremental Transfer shall be subject to the condition precedent that the Collection Agent shall have delivered to the Funding Agent and each Group Agent, as and when due in accordance with this Agreement, a completed Deposit Report prior to the desired date of such Incremental Transfer, together with such other additional information as the Funding Agent or the Group Agent may reasonably request. Each Group Agent shall immediately notify the members of its Transferee Group of a request for an Incremental Transfer received by it. On the date requested for such Incremental Transfer (provided the prior notice for such Incremental Transfer has been given), each Group Agent shall deposit to the Transferor's account at the location indicated in Section 9.3 hereof, in immediately available funds, an amount equal to its Transferee Group's Share of the cash portion of the Transfer Price for such Incremental Transfer. Each notice of proposed Incremental Transfer shall be irrevocable and binding on the Transferor, and the Transferor shall indemnify the Transferees against any loss or expense

Incremental Transfers. Subject From time to Section 2.1time prior to the Termination Date, upon the terms and subject to the conditions set forth herein and in the other Transaction Documents, the Transferor shall, by notice to each Group Agent given by telecopy, offer to conveymay make a conveyance, transfer and assign assignment to the Funding Agent, for the benefit Purchasers of the Transferees, an undivided percentage ownership interests interest in the Receivables and Receivables, together with Related Security, Collections and Proceeds with respect thereto (each, an "“Incremental Transfer"”) at the Transfer Price, without recourse except as provided herein, and each of the Purchasers severally agrees to fund its Pro Rata Share of each requested Incremental Transfer, provided, however, that after giving prospective effect to the funding of the Transfer Price for any Incremental Transfer and the payment to the Transferor of such Transfer Price, each of the conditions precedent in Article IV of this Agreement shall be satisfied (with respect to the initial Incremental Transfer) or each of the conditions precedent in Section 4.03 shall be satisfied (in the case of all subsequent Incremental Transfers). The Transferor shall, by telecopied or electronic notice to the Administrative Agent in the form of Exhibit F hereto (each, a “Transfer Notice”), offer to make an Incremental Transfer at least three one (31) Business Days Day prior to the proposed date of any Incremental Transferthereof. Each such notice shall specify (ix) the desired Transfer Price (which shall be at least $1,000,000 per Purchaser or an integral multiples multiple of $100,000 in excess thereof) or, to the extent that the then available unused portion of the Facility Limit is less than such amount, such lesser amount equal to such available portion of the Facility Limit Limit; and each Transferee Group's Share of such Transfer Price; (iiy) the desired date of such Incremental Transfer; and (iii) if such Incremental Transfer is to which shall be funded as a BR Tranche or a Eurodollar Tranche, the desired Tranche Period(s) (it being understood that all CP Tranches shall have a Tranche Period as defined in the definition of CP Tranche Period)Business Day. Each Incremental Transfer shall be subject to the condition precedent that the Collection Agent shall have delivered to the Funding Agent and each Group Administrative Agent, as in form and when due in accordance with this Agreement, a completed Deposit Report prior substance satisfactory to the desired Administrative Agent, all Settlement Statements required to be delivered as of the date of such Incremental Transferthe applicable Transfer Notice, together with such other additional information as the Funding Agent or the Group Administrative Agent may reasonably request. Each Group The Administrative Agent shall immediately will promptly notify the members of its Transferee Group of a request for an Incremental Transfer received by it. On the date requested for such Incremental Transfer (provided the prior notice for such Incremental Transfer has been given), each Group Agent shall deposit to the Transferor's account at the location indicated in Section 9.3 hereof, in immediately available funds, an amount equal to its Transferee Group's Share Purchasers of the cash portion Administrative Agent’s receipt of the any Transfer Price for such Incremental TransferNotice. Each notice of proposed Incremental Transfer Notice shall be irrevocable and binding on the Transferor, and the Transferor shall indemnify the Transferees Purchasers against any loss or expenseexpense incurred by the Purchasers, either directly or indirectly, as a result of any failure by the Transferor to complete such Incremental Transfer, including, without limitation, any loss or expense incurred by the Purchasers by reason of the liquidation or reemployment of funds acquired by the Purchasers to fund such Incremental Transfer. On the day of each Incremental Transfer, each Purchaser participating in such purchase shall deposit to the Transferor’s account, in immediately available funds, an amount equal to its Pro Rata Share of the Transfer Price for such Incremental Transfer. No Purchaser shall have any responsibility for the failure of any other Purchaser to make any such deposit.

Incremental Transfers. Subject Prior to Section 2.1the Termination Date, upon the terms and subject to the conditions set forth herein and in the other Transaction Documents, (i) the Transferor shallmay, by notice at its option from time to each Group Agent given by telecopytime, offer to convey, transfer and assign to VFCC and to the Funding AgentCommitted Investors and (ii) VFCC may, for at its option from time to time, and the benefit of Committed Investors shall, accept such conveyance, transfer and assignment from the TransfereesTransferor, without recourse except as provided herein, undivided percentage ownership interests in the Receivables and Transferred Receivables, together with Related Security, Collections and Proceeds with respect thereto (each, an "Incremental Transfer") at least three from time to time prior to the Termination Date; provided that after giving effect to the Transfer Price of any Incremental Transfer, the Net Investment shall not exceed the Facility Limit; and, provided further, that the representations and warranties set forth in Section 3.1 shall be true and correct both immediately before and immediately after giving effect to any such Incremental Transfer and the payment to the Transferor of the Transfer Price related thereto. Prior to any such Incremental Transfer, the Transferor shall deliver to the Deal Agent, an Account Schedule in accordance with Section 5.1(e) which shall include all Additional Accounts related to any Receivable transferred as of such Transfer Date. To effect an Incremental Transfer hereunder, the Transferor shall, by notice to the Deal Agent given by telecopy, offer to convey, transfer and assign to VFCC or the Committed Investors undivided percentage ownership interests in Transferred Receivables and Related Security, Collections and Proceeds with respect thereto by 12:00 (3noon) (New York City time) one (1) Business Days Day prior to the proposed date of any Incremental Transfer. Each such notice shall specify (i) the desired Transfer Price (which shall be at least $1,000,000 or integral multiples of $100,000 in excess thereof) or, to the extent that the then available unused portion of the Facility Limit is less than such amount, such lesser amount equal to such available portion of the Facility Limit Limit; and each Transferee Group's Share of such Transfer Price; (ii) the desired date of such Incremental Transfer; and (iii) if such Incremental Transfer is to be funded as a BR Tranche or a Eurodollar Tranche, the desired Tranche Period(s) (it being understood that all CP Tranches shall have a Tranche Period as defined in the definition of CP Tranche Period). Each Incremental Transfer shall be subject to the condition precedent that the Collection Agent shall have delivered to the Funding Agent and each Group Deal Agent, as and when due in accordance with this Agreement, a completed Deposit Report Monthly Statement prior to the desired date of such Incremental Transfer, together with such other additional information as the Funding Agent or the Group Deal Agent may reasonably request. Each Group The Deal Agent shall immediately will promptly notify VFCC and the members Committed Investors, as applicable, of its Transferee Group the Deal Agent's receipt of a any request for an Incremental Transfer received to be made to such Person. At its option, VFCC shall reject any such offer by itnotice given to the Transferor and the Deal Agent by electronic mail or telecopy. Each notice of proposed Transfer shall be irrevocable and binding on the Transferor, and the Transferor shall indemnify VFCC and the Committed Investors against any loss or expense incurred by VFCC and the Committed Investors, either directly or indirectly, as a result of any failure by the Transferor to complete such Incremental Transfer, including, without limitation, any loss (including loss of anticipated profits) or expense incurred by VFCC and the Committed Investors, either directly or indirectly, by reason of the liquidation or reemployment of funds acquired by VFCC or the Committed Investors (including, without limitation, funds obtained by issuing Commercial Paper or promissory notes, obtaining deposits as loans from third parties and reemployment of funds) for VFCC or the Committed Investors, as applicable to fund such Incremental Transfer. On the date requested of the initial Incremental Transfer, the Transferor shall deliver to the Deal Agent, as agent for such the Investors, the Transfer Certificate in the form of Exhibit F hereto (the "Transfer Certificate"). The Deal Agent shall indicate the amount of the initial Incremental Transfer (provided together with the prior notice for such date thereof on the grid attached to the Transfer Certificate. The Deal Agent shall indicate the amount of the Incremental Transfer has been given)together with the date thereof as well as any decrease in the Net Investment on the grid attached to the Transfer Certificate. The Transfer Certificate shall evidence the Incremental Transfers. Following each Incremental Transfer, each Group Agent the Deal Agent, on behalf of VFCC and the Committed Investors, shall deposit to the Transferor's account at the location indicated in Section 9.3 hereof, in immediately available same day funds, an amount equal to its Transferee Group's Share of the cash portion of the Transfer Price for such Incremental Transfer. Each notice of proposed Incremental Transfer shall be irrevocable and binding on made to VFCC or the TransferorCommitted Investors, and the Transferor shall indemnify the Transferees against any loss or expenseas applicable.

Incremental Transfers. Subject Prior to Section 2.1the Termination Date, upon the --------------------- terms and subject to the conditions set forth herein and in the other Transaction Documents, (i) the Transferor shallmay, by notice at its option from time to each Group Agent given by telecopytime, offer to convey, transfer and assign to VFCC and to the Funding AgentCommitted Investors and (ii) VFCC may, for at its option from time to time, and the benefit of Committed Investors shall, accept such conveyance, transfer and assignment from the TransfereesTransferor, without recourse except as provided herein, undivided percentage ownership interests in the Receivables and Transferred Receivables, together with Related Security, Collections and Proceeds with respect thereto (each, an "Incremental Transfer") at least three from time to -------------------- time prior to the Termination Date; provided that after giving effect to the -------- Transfer Price of any Incremental Transfer, the Net Investment shall not exceed the Facility Limit; and, provided further, that the representations and -------- ------- warranties set forth in Section 3.1 shall be true and correct both immediately ----------- before and immediately after giving effect to any such Incremental Transfer and the payment to the Transferor of the Transfer Price related thereto. Prior to any such Incremental Transfer, the Transferor shall deliver to the Deal Agent, an Account Schedule in accordance with Section 5.1(e) which shall include all ------------- Additional Accounts related to any Receivable transferred as of such Transfer Date. To effect an Incremental Transfer hereunder, the Transferor shall, by notice to the Deal Agent given by telecopy, offer to convey, transfer and assign to VFCC or the Committed Investors undivided percentage ownership interests in Transferred Receivables and Related Security, Collections and Proceeds with respect thereto by 12:00 (3noon) (New York City time) one (1) Business Days Day prior to the proposed date of any Incremental Transfer. Each such notice shall specify (i) the desired Transfer Price (which shall be at least $1,000,000 or integral multiples of $100,000 in excess thereof) or, to the extent that the then available unused portion of the Facility Limit is less than such amount, such lesser amount equal to such available portion of the Facility Limit Limit; and each Transferee Group's Share of such Transfer Price; (iib) the desired date of such Incremental Transfer; and (iii) if such Incremental Transfer is to be funded as a BR Tranche or a Eurodollar Tranche, the desired Tranche Period(s) (it being understood that all CP Tranches shall have a Tranche Period as defined in the definition of CP Tranche Period). Each Incremental Transfer shall be subject to the condition precedent that the Collection Agent shall have delivered to the Funding Agent and each Group Deal Agent, as and when due in accordance with this Agreement, a completed Deposit Report Monthly Statement prior to the desired date of such Incremental Transfer, together with such other additional information as the Funding Agent or the Group Deal Agent may reasonably request. Each Group The Deal Agent shall immediately will promptly notify VFCC and the members Committed Investors, as applicable, of its Transferee Group the Deal Agent's receipt of a any request for an Incremental Transfer received to be made to such Person. At its option, VFCC shall reject any such offer by itnotice given to the Transferor and the Deal Agent by electronic mail or telecopy. Each notice of proposed Transfer shall be irrevocable and binding on the Transferor, and the Transferor shall indemnify VFCC and the Committed Investors against any loss or expense incurred by VFCC and the Committed Investors, either directly or indirectly, as a result of any failure by the Transferor to complete such Incremental Transfer, including, without limitation, any loss (including loss of anticipated profits) or expense incurred by VFCC and the Committed Investors, either directly or indirectly, by reason of the liquidation or reemployment of funds acquired by VFCC or the Committed Investors (including, without limitation, funds obtained by issuing Commercial Paper or promissory notes, obtaining deposits as loans from third parties and reemployment of funds) for VFCC or the Committed Investors, as applicable to fund such Incremental Transfer. On the date requested of the initial Incremental Transfer, the Transferor shall deliver to the Deal Agent, as agent for such the Investors, the Transfer Certificate in the form of Exhibit F hereto (the "Transfer Certificate"). The Deal Agent --------- -------------------- shall indicate the amount of the initial Incremental Transfer (provided together with the prior notice for such date thereof on the grid attached to the Transfer Certificate. The Deal Agent shall indicate the amount of the Incremental Transfer has been given)together with the date thereof as well as any decrease in the Net Investment on the grid attached to the Transfer Certificate. The Transfer Certificate shall evidence the Incremental Transfers. Following each Incremental Transfer, each Group Agent the Deal Agent, on behalf of VFCC and the Committed Investors, shall deposit to the Transferor's account at the location indicated in Section 9.3 hereof, in immediately available same day funds, an ----------- amount equal to its Transferee Group's Share of the cash portion of the Transfer Price for such Incremental Transfer. Each notice of proposed Incremental Transfer shall be irrevocable and binding on made to VFCC or the TransferorCommitted Investors, and the Transferor shall indemnify the Transferees against any loss or expenseas applicable.

Incremental Transfers. Subject Prior to Section 2.1the Termination Date, upon the terms and subject to the conditions set forth herein and in the other Transaction Documents, the Transferor shallmay, by notice at its option from time to each Group Agent given by telecopytime, offer to convey, transfer and assign to each CP Conduit Purchaser (prior to the Funding Agentoccurrence of a CP Conduit Purchaser's Termination Event with respect to such CP Conduit Purchaser) or to the Committed Purchaser, for with respect to such CP Conduit Purchaser and (y) each CP Conduit Purchaser may, at its option from time to time (prior to the benefit occurrence of a CP Conduit Purchaser's Termination Event with respect to such CP Conduit Purchasers), and the TransfereesCommitted Purchasers with respect to such CP Conduit Purchaser shall, accept such conveyance, transfer and assignment from the Transferor, without recourse except as provided herein, undivided percentage ownership interests in the Receivables and Receivables, together with Related Security, Collections and Proceeds with respect thereto (each, an "Incremental Transfer") from time to time prior to the Termination Date; provided that after giving effect to the issuance of Commercial Paper by the CP Conduit Purchasers or the obtaining of funds by the Committed Purchasers to fund the Transfer Price of any Incremental Transfer and the payment to the Transferor of such Transfer Price, the Net Investment shall not exceed the Facility Limit; and provided further, that the representations and warranties set forth in Section 3.01 shall be true and correct as of the date of such Incremental Transfer and the payment to the Transferor of the Transfer Price related thereto. The Transferor shall, by notice to the Administrative Agent given by telecopy, offer to convey, transfer and assign to each CP Conduit Purchaser (prior to the occurrence of a CP Conduit Purchaser's Termination Event with respect to such CP Conduit Purchaser) or the Committed Purchasers' undivided percentage ownership interests in the Receivables and Related Security, Collections and Proceeds with respect thereto at least three two (32) Business Days prior to the proposed date of any Incremental Transfer. Each such notice shall specify (ix) the desired Transfer Price (which shall be at least $1,000,000 per CP Conduit Purchaser or integral multiples of $100,000 in excess thereof) or, to the extent that the then available unused portion of the Facility Limit is less than such amount, such lesser amount equal to such available portion of the Facility Limit and each Transferee Group's Share of such Transfer PriceLimit; (iiy) the desired date of such Incremental TransferTransfer which shall be a Business Day; and (iiiz) if such Incremental Transfer is to be funded as a BR Tranche or a Eurodollar Tranche, the desired Tranche Period(s) (it being understood that all CP Tranches shall have a Tranche Period and allocations of the Net Investment of such Incremental Transfer thereto as defined in the definition of CP Tranche Period)required by Section 2.03. Each Incremental Transfer shall be subject to the condition precedent that the Collection Agent shall have delivered to the Funding Agent and each Group Administrative Agent, as in form and when due in accordance with this Agreementsubstance satisfactory to the Administrative Agent, a completed Deposit Report dated within five (5) Business Days prior to the desired date of such Incremental Transfer, together with such other additional information as the Funding Agent or the Group Administrative Agent may reasonably request. Each Group The Administrative Agent shall immediately will promptly notify the members Funding Agent for each CP Conduit Purchaser and the Committed Purchasers, as applicable, of its Transferee Group the Administrative Agent's receipt of a any request for an Incremental Transfer received by itto be made to such Person. On the date requested for such Incremental Transfer (provided the prior notice for such Incremental Transfer has been given)At their option, each Group Agent CP Conduit Purchaser shall deposit accept or reject any such offer by prompt written notice given to the Transferor's account at , the location indicated in Section 9.3 hereof, in immediately available funds, an amount equal Administrative Agent and the Funding Agent with respect to its Transferee Group's Share of the cash portion of the Transfer Price for such Incremental TransferCP Conduit Purchaser by telephone or telecopy. Each notice of proposed Incremental Transfer shall be irrevocable and binding on the Transferor, and the Transferor shall indemnify the Transferees CP Conduit Purchasers and the Committed Purchasers against any loss or expenseexpense incurred by the CP Conduit Purchasers and the Committed Purchasers, either directly or indirectly, as a result of any failure by the Transferor to complete such Incremental Transfer, including, without limitation, any loss or expense incurred by the CP Conduit Purchasers and the Committed Purchasers by reason of the liquidation or reemployment of funds acquired by the CP Conduit Purchasers or the Committed Purchasers (including, without limitation, funds obtained by issuing Commercial Paper or promissory notes, obtaining deposits as loans from third parties and reemployment of funds) to fund such Incremental Transfer. On the date of the initial Incremental Transfer, the Administrative Agent, on behalf of the CP Conduit Purchasers and the Committed Purchasers, shall deliver written confirma- tion to the Transferor of the Transfer Price, the Tranche Period(s) and the Tranche Rate(s) relating to such Transfer as required by Section 2.03, and the Transferor shall deliver to the Administrative Agent the Transfer Certificate in the form of Exhibit E hereto (the "Transfer Certificate"). The Transfer Price for the initial Incremental Transfer shall be $118,500,000. The Administrative Agent shall indicate the amount of the initial Incremental Transfer together with the date thereof on the grid attached to the Transfer Certificate; provided, however, that the failure by the Administrative Agent to make the foregoing notations shall not in any way affect the Transferor's obligations hereunder. On the date of each subsequent Incremental Transfer, the Administrative Agent shall send written confirmation to the Transferor of the Transfer Price, the Tranche Period(s), the Transfer Date and the Tranche Rate(s) applicable to such Incremental Transfer. The Administrative Agent shall indicate the amount of the Incremental Transfer together with the date thereof as well as any decrease in the Net Investment on the grid attached to the Transfer Certificate. The Transfer Certificate shall evidence the Incremental Transfers. On the day of such Incremental Transfer, the CP Conduit Purchasers or the Committed Purchasers, as applicable, shall deposit to the Transferor's account, in immediately available funds, an amount equal to the Transfer Price for such Incremental Transfer made to the CP Conduit Purchasers or the Committed Purchasers, as applicable.

Incremental Transfers. Subject Upon the terms and subject to Section 2.1, the conditions herein set forth the Transferor shallmay, by notice to each Group Agent given by telecopyat its option, offer to convey, transfer and assign to the Funding AgentCompany or the Bank Investors, for as applicable, and from time to time prior to the benefit occurrence of the TransfereesTermination Date the Company may, at its option, or the Bank Investors, shall, if so requested by the Transferor, accept such conveyance, transfer and assignment from the Transferor, without recourse except as provided herein, of undivided percentage ownership interests in the Receivables and Receivables, together with Related Security, Collections and Proceeds with respect thereto (each, an "Incremental Transfer") ); provided that after giving effect to the issu- ance of Related Commercial Paper to fund the Transfer Price of any Incremental Transfer and the payment to the Transferor of such Transfer Price the sum of the Net Investment plus the Interest Component of all outstanding Related Commercial Paper would not exceed the Facility Limit; and, provided further, that, after giving effect to such Incre- mental Transfer, the Transferor's Percentage Factor, as of the latest cycle closing date reported in any Cycle Certificate delivered by the Servicer to the Agent pursuant to Section 2.11(b), shall not be less than the decimal equivalent of 1.00 minus the Maximum Buyers' Percentage Factor and provided further however, that the representations and warranties set forth in Sections 3.1 and 3.2 shall be true and correct both immediately before and immediately after giving effect to any such Incremental Transfer and the payment to the Transferor of the Transfer Price related thereto and a Cycle Certificate shall have been delivered with respect to such Incremental Transfer as required by Section 3.3 hereof. The Transferor shall, by notice to the Agent given by telecopy, offer to convey, transfer and assign to the Company or the Bank Investors, as applicable, undivided percentage ownership interests in the Receivables and the other Affected Assets relating thereto at least three two (32) Business Days prior to the proposed date of any Incremental Incre- mental Transfer. Each such notice shall specify (iw) whether such request is made to the Company or the Bank Investors (it being understood and agreed that once the Bank Investors acquire any Transferred Interest hereunder, the Bank Investors shall be required to purchase all Transferred Interests held by the Company in accordance with Section 10.7 and thereafter the Company shall no longer accept any additional Incremental Transfers hereunder), (x) the desired Transfer Price (which shall be at least $1,000,000 or integral multiples of $100,000 in excess thereof) or, to the extent that the then available unused portion of the Facility Limit is less than such amount, such lesser amount equal to such available portion of the Facility Limit Limit), and each Transferee Group's Share of such Transfer Price; (iiy) the desired date of such Incremental Transfer; and (iii) if . The Agent will promptly notify the Company or each of the Bank Investors, as the case may be, of the Agent's receipt of any request for an Incremental Trans- fer to be made to such Person. To the extent that any such Incremental Transfer is to be funded as a BR Tranche or a Eurodollar Trancherequested of the Company, the desired Tranche Period(s) (it being understood that all CP Tranches Company shall have a Tranche Period as defined in accept or reject such offer by notice given to the definition Transferor and the Agent by telephone or telecopy by no later than the close of CP Tranche Period)its business on the Business Day following its receipt of any such request. Each Incremental notice of proposed Transfer shall be subject irrevocable and binding on the Transferor and the Transferor shall indemnify the Company and each Bank Investor against any loss or expense incurred by the Company or any Bank Investor, either directly or indirectly (including, in the case of the Company, through the Liquidity Provider Agreement) as a result of any failure by the Transferor to complete such Incremental Transfer including, without limitation, any loss or expense incurred by the Company or any Bank Investor, either directly or indirectly (including, in the case of the Company, pursuant to the condition precedent that Liquidity Provider Agreement) by reason of the Collection Agent shall have delivered liquidation or reemployment of funds acquired by the Company (or the Liquidity Provider) or any Bank Investor (including, without limitation, funds obtained by issuing commercial paper or promissory notes or ob- taining deposits as loans from third parties) for the Company or any Bank Investor to the Funding Agent and each Group Agent, as and when due in accordance with this Agreement, a completed Deposit Report prior to the desired date of fund such Incremental Transfer, together with such other additional information as the Funding Agent or the Group Agent may reasonably request. Each Group Agent shall immediately notify the members of its Transferee Group of a request for an Incremental Transfer received by it. On the date requested for of the initial Incremental Transfer, the Agent, on behalf of the Company or the Bank Investors, as applicable, shall deliv- er written confirmation to the Transferor of the Transfer Price and the Transferor shall deliver to the Agent the Transfer Certificate in the form of Exhibit F hereto (the "Transfer Certificate"). The Agent shall indicate the amount of the initial Incremental Transfer together with the date thereof on the grid attached to the Transfer Certificate. On the date of each subsequent Incremental Transfer, the Agent shall send written confirmation to the Transferor of the Transfer Price applicable to such Incremental Transfer (provided Transfer. The Agent shall indicate the prior notice for such amount of the Incremental Transfer has been given)together with the date thereof as well as any decrease in the Net Investment on the grid attached to the Transfer Certificate. The Transfer Certificate shall evidence the Incremental Transfers. Following each Incremental Transfer, each Group Agent the Company shall deposit to the Transferor's account at the location indicated in Section 9.3 11.3 hereof, in immediately available funds, an amount equal to its Transferee Group's Share of the cash portion of the Transfer Price for such Incremental TransferTransfer made to the Company and the Bank Investors, respectively. Each notice By no later than 11:00 a.m. (New York time) on any Transfer Date, the Company or each Bank Investor, as the case may be, shall remit its share (which, in the case of proposed an Incremental Transfer to the Bank Investors, shall be irrevocable equal to such Bank Investor's Pro Rata Share) of the aggregate Transfer Price for such Transfer to the account of the Agent specified therefor from time to time by the Agent by notice to such Persons. The obligation of each Bank Investor to remit its Pro Rata Share of any such Transfer Price shall be several from that of each other Bank Investor, and binding the failure of any Bank Investor to so make such amount available to the Agent shall not relieve any other Bank Investor of its obligation hereunder. Following each Incremental Transfer and the Agent's receipt of funds from the Company or the Bank Investors as aforesaid, the Agent shall remit the Transfer Price to the Transferor's account at the location indicated in Section 11.3 hereof, in immediately available funds. Unless the Agent shall have received notice from the Company or any Bank Investor, as applicable, that such Person will not make its share of any Transfer Price relating to any Incremental Transfer available on the applicable Transfer Date therefor, the Agent may (but shall have no obligation to) make the Company's or any such Bank Investor's share of any such Transfer Price available to the Transferor in anticipation of the receipt by the Agent of such amount from the Company or such Bank Investor. To the extent the Company or any such Bank Investor fails to remit any such amount to the Agent after any such advance by the Agent on such Transfer Date, the Company or such Bank Investor, on the one hand, and the Transferor, on the other hand, shall be required to pay such amount, together with interest thereon at a per annum rate equal to the Federal funds rate (as determined in accordance with clause (ii) of the definition of "Base Rate"), in the case of the Company or any such Bank Investor, or the Base Rate, in the case of the Transferor, to the Agent upon its demand therefor (provided that the Company shall have no obligation to pay such interest amounts except to the extent that it shall have sufficient funds to pay the face amount of its Commercial Paper in full). Until such amount shall be repaid, such amount shall be deemed to be Net Investment paid by the Agent and the Transferor Agent shall indemnify be deemed to be the Transferees against any loss owner of a Transferred Interest hereunder. Upon the payment of such amount to the Agent (x) by the Transferor, the amount of the aggregate Net Investment shall be reduced by such amount or expense(y) by the Company or such Bank Investor, such payment shall constitute such Person's payment of its share of the applicable Transfer Price for such Transfer.

Incremental Transfers. Subject Prior to the Termination Date, upon the terms and subject to the conditions set forth herein and in the other Transaction Documents, (x) the Transferor may, at its option from time to time, convey, transfer and assign to each CP Conduit Purchaser (prior to the occurrence of a CP Conduit Purchaser's Termination Event with respect to such CP Conduit Purchaser) or to the Committed Purchaser with respect to such CP Conduit Purchaser, and (y) each CP Conduit Purchaser may, at its option from time to time prior to the occurrence of a CP Conduit Purchaser's Termination Event with respect to such CP Conduit Purchaser, and the Committed Purchasers with respect to such CP Conduit Purchaser shall, accept such conveyance, transfer and assignment from the Transferor, without recourse except as provided herein, of undivided percentage ownership interests in the Receivables, together with Related Security and Collections and Proceeds with respect thereto (each, an "Incremental Transfer") in exchange for the Transfer Price from time to time prior to the Termination Date; provided that the conditions set forth in Section 2.14.02 shall be satisfied with respect thereto. If the Transferor determines as provided in the preceding paragraph to make an Incremental Transfer, the Transferor shall, by notice to each Group the Administrative Agent given by telecopy, offer to convey, transfer and assign to each CP Conduit Purchaser (prior to the Funding Agent, for occurrence of a CP Conduit Purchaser's Termination Event with respect to such CP Conduit Purchaser) or the benefit of the Transferees, Committed Purchasers undivided percentage ownership interests in the Receivables and Related Security, Collections and Proceeds with respect thereto (each, an "Incremental Transfer") at least three two (32) Business Days prior to the proposed date of any Incremental Transfer. Each such notice shall specify (ix) the desired Transfer Price (which shall be at least $1,000,000 per CP Conduit Purchaser or integral multiples of $100,000 in excess thereof) or, to the extent that the then available unused portion of the Facility Limit is less than such amount, such lesser amount equal to such available portion of the Facility Limit and each Transferee Group's Share of such Transfer PriceLimit; (iiy) the desired date of such Incremental TransferTransfer which shall be a Business Day; and (iiiz) if such Incremental Transfer is to be funded as a BR Tranche or a Eurodollar Tranche, the desired Tranche Period(s) (it being understood that all CP Tranches shall have a Tranche Period as defined in and allocations of the definition Net Investment of CP Tranche Period). Each such Incremental Transfer shall be subject to the condition precedent that the Collection thereto as required by Section 2.03 of this Agreement. The Administrative Agent shall have delivered to will promptly notify the Funding Agent for each CP Conduit Purchaser and each Group Agentthe Committed Purchasers, as and when due in accordance with this Agreementapplicable, a completed Deposit Report prior to of the desired date of such Incremental Transfer, together with such other additional information as the Funding Agent or the Group Agent may reasonably request. Each Group Agent shall immediately notify the members of its Transferee Group Administrative Agent's receipt of a request for an Incremental Transfer received by itto be made to such Person. On the date requested for such Incremental Transfer (provided the prior notice for such Incremental Transfer has been given)At its option, each Group Agent CP Conduit Purchaser shall deposit accept or reject any such offer by prompt written notice given to the Transferor's account at , the location indicated in Section 9.3 hereof, in immediately available funds, an amount equal Administrative Agent and the Funding Agent with respect to its Transferee Group's Share of the cash portion of the Transfer Price for such Incremental TransferCP Conduit Purchaser by telephone or telecopy. Each notice of proposed Incremental Transfer shall be irrevocable and binding on the Transferor, and the Transferor shall indemnify the Transferees CP Conduit Purchasers and the Committed Purchasers against any loss or expenseexpense incurred by the CP Conduit Purchasers and the Committed Purchasers, either directly or indirectly, as a result of any failure by the Transferor to complete such Incremental Transfer, including, without limitation, any loss or expense incurred by the CP Conduit Purchasers and the Committed Purchasers by reason of the liquidation or reemployment of funds acquired by the CP Conduit Purchasers or the Committed Purchasers (including, without limitation, funds obtained by issuing Commercial Paper or promissory notes, obtaining deposits as loans from third parties and reemployment of funds) to fund such Incremental Transfer. On the date of the initial Incremental Transfer, the Administrative Agent, on behalf of the CP Conduit Purchasers and the Committed Purchasers, shall deliver written confirmation to the Transferor of the Transfer Price, the Tranche Period(s) and the Tranche Rate(s) relating to such Transfer as required by Section 2.03 of this Agreement, and the Transferor shall deliver to the Administrative Agent the Transfer Certificate in the form of Exhibit E hereto (the "Transfer Certificate"). The Transfer Price for the initial Incremental Transfer shall be $72,570,000. The Administrative Agent shall indicate the amount of the initial Incremental Transfer together with the date thereof on the grid attached to the Transfer Certificate; provided, however, that the failure by the Administrative Agent to make the foregoing notations shall not in any way affect the Transferor's obligations hereunder. On the date of each subsequent Incremental Transfer, the Administrative Agent shall send written confirmation to the Transferor of the Transfer Price, the Tranche Period(s), the Transfer Date and the Tranche Rate(s) applicable to such Incremental Transfer. The Administrative Agent shall indicate the amount of the Incremental Transfer together with the date thereof as well as the Net Investment after giving effect to such Incremental Transfer on the grid attached to the Transfer Certificate. The Transfer Certificate shall evidence the Incremental Transfers. On the day of such Incremental Transfer, the CP Conduit Purchasers or the Committed Purchasers, as applicable, shall deposit to the Transferor's account, in immediately available funds, an amount equal to the Transfer Price for such Incremental Transfer made to the CP Conduit Purchasers or the Committed Purchasers, as applicable.

Incremental Transfers. Subject Prior to the Termination Date, upon the terms and subject to the conditions set forth herein and in the other Transaction Documents, (x) the Transferor may, at its option from time to time, convey, transfer and assign to each CP Conduit Purchaser (prior to the occurrence of a CP Conduit Purchaser's Termination Event with respect to such CP Conduit Purchaser) or to the Committed Purchasers with respect to such CP Conduit Purchaser, and (y) each CP Conduit Purchaser may, at its option from time to time prior to the occurrence of a CP Conduit Purchaser's Termination Event with respect to such CP Conduit Purchaser, and, if such CP Conduit Purchaser declines to accept, the Committed Purchasers with respect to such CP Conduit Purchaser shall, accept such conveyance, transfer and assignment from the Transferor, without recourse except as provided herein, of undivided percentage ownership interests in the Receivables, together with Related Security and Collections and Proceeds with respect thereto (each, an "Incremental Transfer") in exchange for the Transfer Price from time to time prior to the Termination Date; provided that the conditions set forth in Section 2.14.03 shall be satisfied with respect thereto. If the Transferor determines as provided in the preceding paragraph to make an Incremental Transfer, the Transferor shall, by notice to each Group the Administrative Agent given by telecopy, offer to convey, transfer and assign to each CP Conduit Purchaser (prior to the Funding Agent, for occurrence of a CP Conduit Purchaser's Termination Event with respect to such CP Conduit Purchaser) or the benefit of the Transferees, related Committed Purchasers undivided percentage ownership interests in the Receivables and Related Security, Collections and Proceeds with respect thereto (each, an "Incremental Transfer") at least three two (32) Business Days prior to the proposed date of any Incremental Transfer. Each such notice shall specify (ix) the desired Transfer Price (which shall be at least $1,000,000 per CP Conduit Purchaser or integral multiples of $100,000 in excess thereof) or, to the extent that the then available unused portion of the Facility Limit is less than such amount, such lesser amount equal to such available portion of the Facility Limit and each Transferee Group's Share of such Transfer PriceLimit; (iiy) the desired date of such Incremental TransferTransfer which shall be a Business Day; and (iiiz) if such Incremental Transfer is to be funded as a BR Tranche or a Eurodollar Tranche, the desired Tranche Period(s) (it being understood that all CP Tranches shall have a Tranche Period as defined in and allocations of the definition Net RECEIVABLES TRANSFER AGREEMENT Investment of CP Tranche Period). Each such Incremental Transfer shall be subject to the condition precedent that the Collection thereto as required by Section 2.03 of this Agreement. The Administrative Agent shall have delivered to will promptly notify the Funding Agent for each CP Conduit Purchaser and each Group Agentthe Committed Purchasers, as and when due in accordance with this Agreementapplicable, a completed Deposit Report prior to of the desired date of such Incremental Transfer, together with such other additional information as the Funding Agent or the Group Agent may reasonably request. Each Group Agent shall immediately notify the members of its Transferee Group Administrative Agent's receipt of a request for an Incremental Transfer received by itto be made to such Person. On the date requested for such Incremental Transfer (provided the prior notice for such Incremental Transfer has been given)At its option, each Group Agent CP Conduit Purchaser shall deposit accept or reject any such offer by prompt written notice given to the Transferor's account at , the location indicated in Section 9.3 hereof, in immediately available funds, an amount equal Administrative Agent and the Funding Agent with respect to its Transferee Group's Share of the cash portion of the Transfer Price for such Incremental TransferCP Conduit Purchaser by telephone or telecopy. Each notice of proposed Incremental Transfer shall be irrevocable and binding on the Transferor, and the Transferor shall indemnify the Transferees CP Conduit Purchasers and the Committed Purchasers against any loss or expenseexpense incurred by the CP Conduit Purchasers and the Committed Purchasers, either directly or indirectly, as a result of any failure by the Transferor to complete such Incremental Transfer, including, without limitation, any loss or expense incurred by the CP Conduit Purchasers and the Committed Purchasers by reason of the liquidation or reemployment of funds acquired by the CP Conduit Purchasers or the Committed Purchasers (including, without limitation, funds obtained by issuing Commercial Paper or promissory notes, obtaining deposits as loans from third parties and reemployment of funds) to fund such Incremental Transfer. On the date of the initial Incremental Transfer, the Administrative Agent, on behalf of the CP Conduit Purchasers and the Committed Purchasers, shall deliver written confirmation to the Transferor of the Transfer Price, the Tranche Period(s) and the Tranche Rate(s) relating to such Transfer as required by Section 2.03 of this Agreement, and the Transferor shall deliver to the Administrative Agent the Transfer Certificate in the form of Exhibit E hereto (the "Transfer Certificate"). The Transfer Price for the initial Incremental Transfer shall be $72,570,000. The Administrative Agent shall indicate the amount of the initial Incremental Transfer together with the date thereof on the grid attached to the Transfer Certificate; provided, however, that the failure by the Administrative Agent to make the foregoing notations shall not in any way affect the Transferor's obligations hereunder. On the date of each subsequent Incremental Transfer, the Administrative Agent shall send written confirmation to the Transferor of the Transfer Price, the Tranche Period(s), the Transfer Date and the Tranche Rate(s) applicable to such Incremental Transfer. The Administrative Agent shall indicate the amount of the Incremental Transfer together with the date thereof as well as the Net Investment after giving effect to such Incremental Transfer on the grid attached to the Transfer Certificate. The Transfer Certificate shall evidence the Incremental Transfers. On the day of such Incremental Transfer, the CP Conduit Purchasers or the Committed Purchasers, as applicable, shall deposit to the Transferor's account, in immediately available funds, an amount equal to the Transfer Price for such Incremental Transfer made to the CP Conduit Purchasers or the Committed Purchasers, as applicable.

Incremental Transfers. Subject Prior to Section 2.1the Termination Date, upon the terms and subject to the conditions set forth herein and in the other Transaction Documents, the Transferor shallmay, by notice at its option from time to each Group Agent given by telecopytime, offer to convey, transfer and assign to each Purchaser and (y) each Purchaser shall accept such conveyance, transfer and assignment from the Funding AgentTransferor, for the benefit of the Transfereeswithout recourse except as provided herein, undivided percentage ownership interests in the Receivables and Receivables, together with Related Security, Collections and Proceeds with respect thereto (each, an "Incremental Transfer") from time to time prior to the Termination Date; provided that the representations and warranties set forth in Section 3.01 shall be true and correct as of the date of such Incremental Transfer and the payment to the Transferor of the Transfer Price related thereto. The Transferor shall, by notice to the Administrative Agent given by telecopy, offer to convey, transfer and assign to the Purchasers undivided percentage ownership interests in the Receivables and Related Security, Collections and Proceeds with respect thereto at least three one (31) Business Days Day prior to the proposed date of any Incremental Transfer. Each such notice shall specify (ix) the desired Transfer Price (which shall be at least $1,000,000 per Purchaser or integral multiples of $100,000 in excess thereof) or, to the extent that the then available unused portion of the Facility Limit is less than such amount, or such lesser amount equal that would not cause the Percentage Factor to such available portion of exceed the Facility Limit and each Transferee Group's Share of such Transfer PriceMaximum Percentage Factor; (iiy) the desired date of such Incremental TransferTransfer which shall be a Business Day; and (iiiz) if the desired Transfer Period(s) and allocations of the Net Investment of such Incremental Transfer is to be funded thereto as a BR Tranche or a Eurodollar Tranche, the desired Tranche Period(s) (it being understood that all CP Tranches shall have a Tranche Period as defined in the definition of CP Tranche Period)required by Section 2.03. Each Incremental Transfer shall be subject to the condition precedent that the Collection Agent shall have delivered to the Funding Agent and each Group Administrative Agent, as in form and when due in accordance with this Agreementsubstance satisfactory to the Administrative Agent, a completed Deposit Report dated within five (5) Business Days prior to the desired date of such Incremental Transfer, together with such other additional information as the Funding Agent or the Group Administrative Agent may reasonably request. Each Group The Administrative Agent shall immediately will promptly notify the members Purchasers of its Transferee Group the Administrative Agent's receipt of a any request for an Incremental Transfer received by it. On the date requested for to be made to such Incremental Transfer (provided the prior notice for such Incremental Transfer has been given), each Group Agent shall deposit to the Transferor's account at the location indicated in Section 9.3 hereof, in immediately available funds, an amount equal to its Transferee Group's Share of the cash portion of the Transfer Price for such Incremental TransferPerson. Each notice of proposed Incremental Transfer shall be irrevocable and binding on the Transferor, and the Transferor shall indemnify the Transferees Purchasers against any loss or expenseexpense incurred by the Purchasers, either directly or indirectly, as a result of any failure by the Transferor to complete such Incremental Transfer, including, without limitation, any loss or expense incurred by the Purchasers by reason of the liquidation or reemployment of funds acquired by the Purchasers (including, without limitation, funds obtained by issuing Commercial Paper or promissory notes, obtaining deposits as loans from third parties and reemployment of funds) to fund such Incremental Transfer. On the date of the initial Incremental Transfer, the Administrative Agent, on behalf of the Purchasers, shall deliver written confirmation to the Transferor of the Transfer Price, the Tranche Period(s) and the Tranche Rate(s) relating to such Transfer as required by Section 2.03, and the Transferor shall deliver to the Administrative Agent the Transfer Certificate in the form of Exhibit E hereto (the "Transfer Certificate"). The Transfer Price for the initial Incremental Transfer shall be $107,359,019.71. The Administrative Agent shall indicate the amount of the initial Incremental Transfer together with the date thereof on the grid attached to the Transfer Certificate; provided, however, that the failure by the Administrative Agent to make the foregoing notations shall not in any way affect the Transferor's obligations hereunder. On the date of each subsequent Incremental Transfer, the Administrative Agent shall send written confirmation to the Transferor of the Transfer Price, the Tranche Period(s), the Transfer Date and the Tranche Rate(s) applicable to such Incremental Transfer. The Administrative Agent shall indicate the amount of the Incremental Transfer together with the date thereof as well as any decrease in the Net Investment on the grid attached to the Transfer Certificate. The Transfer Certificate shall evidence the Incremental Transfers. On the day of such Incremental Transfer, each of the Purchasers shall deposit to the Transferor's account, in immediately available funds, an amount equal to the Transfer Price for such Incremental Transfer made to the Purchasers.

Incremental Transfers. Subject Upon the terms and subject to the conditions herein set forth the Transferor may, at its option, convey, transfer and assign to the Agent, on behalf of the Company or the Bank Investors, as applicable, and the Agent, on behalf of the Company may, at the Company's option or the Agent, on behalf of the Bank Investors, shall (in accordance with Section 2.19.9(a) hereof), if so requested by the Transferor, accept such conveyance, transfer and assignment from the Transferor, without recourse except as provided herein, undivided percentage ownership interests in the Receivables, together with Related Security and Collections with respect thereto (each, an "INCREMENTAL TRANSFER") from time to time prior to the occurrence of a Termination Date; PROVIDED that after giving effect to the payment to the Transferor of the Transfer Price for such Incremental Transfer (x) where the Transferred Interest is held by the Agent on behalf of the Company (i) the Net Investment plus the Interest Component would not exceed the Facility Limit and (ii) Net Investment would not exceed the Maximum Net Investment and (y) where the Transferred Interest is held by the Agent on behalf of the Bank Investors, the Net Investment would not exceed the aggregate Commitments. The Transferor shall, shall by notice to each Group Agent given by telecopy, telecopy to the Agent offer to convey, transfer and assign to the Funding Agent, for the benefit on behalf of the TransfereesCompany or the Bank Investors, as applicable, undivided percentage ownership interests in the Receivables and Related Security, Collections and Proceeds with respect thereto (each, an "Incremental Transfer") at least three (3) Business Days prior to the proposed date of any an Incremental Transfer. Each such notice shall specify (i) the desired Transfer Price (which shall be at least $1,000,000 or 5,000,000 and integral multiples of $100,000 1,000,000 in excess thereof) or, to the extent that the then available unused portion of the Facility Limit is less than such amount, such lesser amount equal to such available portion of the Facility Limit and each Transferee Group's Share of such Transfer Price; (ii) the desired date of such Incremental Transfer; and (iii) if such Incremental Transfer is to be funded as a BR Tranche or a Eurodollar Tranche, the desired Tranche Period(s) (it being understood that all CP Tranches shall have a Tranche Period as defined in the definition of CP Tranche Period). Each Incremental Transfer shall be subject to the condition precedent that the Collection Agent shall have delivered to the Funding Agent and each Group Agent, as and when due in accordance with this Agreement, a completed Deposit Report prior to the desired date of such Incremental Transfer, together with such other additional information the desired Tranche Period (or range) related thereto as required by Section 2.3. The Agent shall promptly notify the Company or each of the Bank Investors, as the Funding case may be, of the Agent's receipt of such notice of proposed Incremental Transfer to be made to the Agent on behalf of such Person. To the extent that any such notice of proposed Incremental Transfer is received by the Agent on behalf of the Company, the Company shall instruct the Agent to accept or reject such offer by notice given to the Group Transferor and the Agent may reasonably request. Each Group Agent shall immediately notify by telephone or telecopy by no later than the members close of its Transferee Group business on the Business Day following its receipt of a request for an Incremental Transfer received by it. On the date requested for any such Incremental Transfer (provided the prior notice for such Incremental Transfer has been given), each Group Agent shall deposit to the Transferor's account at the location indicated in Section 9.3 hereof, in immediately available funds, an amount equal to its Transferee Group's Share of the cash portion of the Transfer Price for such Incremental Transferrequest. Each notice of proposed Incremental Transfer shall be irrevocable and binding on the Transferor, Transferor and the Transferor shall indemnify the Transferees Agent, the Company and each Bank Investor against any loss or expenseexpense incurred by the Agent, the Company or any Bank Investor, either directly or indirectly (including, in the case of the Company, through the Liquidity Provider Agreement) as a result of any failure by the Transferor to complete such Incremental Transfer including, without limitation, any loss (including loss of anticipated profits) or expense incurred by the Agent, the Company or any Bank Investor, either directly or indirectly (including, in the case of the Company, pursuant to the Liquidity Provider Agreement) by reason of the liquidation or reemployment of funds acquired by the Company (or the Liquidity Provider) or any Bank Investor (including, without limitation, funds obtained by issuing commercial paper or promissory notes or obtaining deposits as loans from third parties) for the Company or any Bank Investor to fund such Incremental Transfer for the applicable Tranche Period. On the date of the initial Incremental Transfer, the Agent, on behalf of the Company or the Bank Investors, as applicable, shall deliver written confirmation to the Transferor of the Transfer Price, the Tranche Period(s) and the Tranche Rate(s) relating to such Transfer and the Transferor shall deliver to the Agent the Amended and Restated Transfer Certificate in the form of Exhibit F hereto (the "TRANSFER CERTIFICATE"). The Agent shall indicate the amount of the initial Incremental Transfer together with the date thereof on the grid attached to the Transfer Certificate. On the date of each subsequent Incremental Transfer, the Agent shall send written confirmation to the Transferor of the Transfer Price, the Tranche Period(s), the Transfer Date and the Tranche Rate(s) applicable to such Incremental Transfer. The Agent shall indicate the amount of the Incremental Transfer together with the date thereof as well as any decrease in the Net Investment on the grid attached to the Transfer Certificate. The Transfer Certificate shall evidence the Incremental Transfers. Following each Incremental Transfer, the Company or the Bank Investors, as applicable, shall deposit to the Transferor's account at the location indicated in Section 10.3, in immediately available funds, an amount equal to the Transfer Price for such Incremental Transfer made to the Company or the Bank Investors, as applicable.

Incremental Transfers. Subject Prior to Section 2.1the Termination Date, upon --------------------- the terms and subject to the conditions set forth herein and in the other Transaction Documents, (x) the Transferor shallmay, by notice at its option from time to each Group Agent given by telecopytime, offer to convey, transfer and assign to PARCO (prior to the Funding Agent, for occurrence of a PARCO Wind- Down Event) and to the benefit APA Banks (following the occurrence of a PARCO Wind-Down Event and subject to Section 2.2 of the TransfereesAsset Purchase Agreement) and (y) PARCO may, at its option from time to time (prior to the occurrence of a PARCO Wind- Down Event), and the APA Banks shall (following the occurrence of a PARCO Wind- Down Event and subject to Section 2.2 of the Asset Purchase Agreement), accept such conveyance, transfer and assignment from the Transferor, without recourse except as provided herein, undivided percentage ownership interests in the Receivables and Receivables, together with Related Security, Collections and Proceeds with respect thereto (each, an "Incremental Transfer") from time to time prior to the -------------------- Termination Date; provided that after giving effect to the issuance of Commercial Paper (or, following the occurrence of a PARCO Wind-Down Event, the obtaining of funds by the APA Banks) to fund the cash portion of the Transfer Price of any Incremental Transfer and the payment to the Transferor of the cash portion of such Transfer Price, the Net Investment shall not exceed the Facility Limit; and, provided further, that the representations and warranties set forth -------- ------- in Section 3.1 shall be true and correct both immediately before and immediately after giving effect to any such Incremental Transfer and the payment to the Transferor of the cash portion of the Transfer Price related thereto. The Transferor shall, by notice to the Funding Agent given by telecopy, offer to convey, transfer and assign to PARCO (prior to the occurrence of a PARCO Wind-Down Event) or the APA Banks (following the occurrence of a PARCO Wind-Down Event and subject to Section 2.2 of the Asset Purchase Agreement) undivided percentage ownership interests in the Receivables and Related Security, Collections and Proceeds with respect thereto at least three (3) Business Days prior to the proposed date of any Incremental Transfer. Each such notice shall specify (ix) the desired Transfer Price (which shall be at least $1,000,000 or integral multiples of $100,000 in excess thereof) or, to the extent that the then available unused portion of the Facility Limit is less than such amount, such lesser amount equal to such available portion of the Facility Limit and each Transferee Group's Share of such Transfer PriceLimit; (iiy) the desired date of such Incremental Transfer; and (iiiz) if such Incremental Transfer is to be funded as a BR Tranche or a Eurodollar Tranche, the desired Tranche Period(s) (it being understood that all CP Tranches shall have a Tranche Period and allocations of the Net Investment of such Incremental Transfer thereto as defined in the definition of CP Tranche Period)required by Section 2.3. Each Incremental Transfer shall be subject to the condition precedent that the Collection Agent shall have delivered to the Funding Agent and each Group Agent, as and when due in accordance with this Agreement, a completed Deposit Weekly Report prior to the desired date of such Incremental Transfer, together with such other additional information as the Funding Agent or the Group Agent may reasonably request. Each Group The Funding Agent shall immediately will promptly notify PARCO and the members APA Banks, as applicable, of its Transferee Group the Funding Agent's receipt of a any request for an Incremental Transfer received to be made to such Person. At its option, PARCO shall accept or reject any such offer by itnotice given to the Transferor and the Funding Agent by telephone or telecopy. Each notice of proposed Transfer shall be irrevocable and binding on the Transferor, and the Transferor shall indemnify PARCO and the APA Banks against any loss or expense incurred by PARCO and the APA Banks, either directly or indirectly, as a result of any failure by the Transferor to complete such Incremental Transfer, including, without limitation, any loss (including loss of anticipated profits) or expense incurred by PARCO and the APA Banks, either directly or indirectly, by reason of the liquidation or reemployment of funds acquired by PARCO or the APA Banks (including, without limitation, funds obtained by issuing Commercial Paper or promissory notes, obtaining deposits as loans from third parties and reemployment of funds) for PARCO or the APA Banks, as applicable to fund such Incremental Transfer. On the date requested for of the initial Incremental Transfer, the Funding Agent, on behalf of PARCO and the APA Banks, shall deliver written confirmation to the Transferor of the cash portion of the Transfer Price, the Tranche Period(s) and the Tranche Rate(s) relating to such Transfer, and the Transferor shall deliver to the Funding Agent the Transfer Certificate in the form of Exhibit F hereto (the "Transfer Certificate"). The Funding Agent shall indicate the amount of -------------------- the initial Incremental Transfer together with the date thereof on the grid attached to the Transfer Certificate. On the date of each subsequent Incremental Transfer, the Funding Agent shall send written confirmation to the Transferor of the cash portion of the Transfer Price, the Tranche Period(s), the Transfer Date and the Tranche Rate(s) applicable to such Incremental Transfer (provided Transfer. The Funding Agent shall indicate the prior notice for such amount of the Incremental Transfer has been given)together with the date thereof as well as any decrease in the Net Investment on the grid attached to the Transfer Certificate. The Transfer Certificate shall evidence the Incremental Transfers. Following each Incremental Transfer, each Group Agent the Funding Agent, on behalf of PARCO and the APA Banks, shall deposit to the Transferor's account at the location indicated in Section 9.3 hereof, in immediately available funds, an amount equal to its Transferee Group's Share of the cash portion of the Transfer Price for such Incremental Transfer. Each notice of proposed Incremental Transfer shall be irrevocable and binding on made to PARCO or the TransferorAPA Banks, and the Transferor shall indemnify the Transferees against any loss or expenseas applicable.