Common use of The VFN Clause in Contracts

The VFN. (i) The Borrower's obligation to pay the principal of, and interest on, all amounts advanced by PARCO or the APA Banks pursuant to any Funding shall be evidenced by a single note of the Borrower (as amended, supplemented or otherwise modified and in effect from time to time, the "VFN") which shall (1) be dated the Closing Date; (2) be in the stated principal amount equal to the Facility Limit (as reflected from time to time on the grid attached thereto); (3) bear interest as provided therein; (4) be payable to the order of the Funding Agent for the account of PARCO and the APA Banks and mature on the Distribution Date occurring in the calendar month sixty-six (66) months following the Commitment Expiry Date (unless otherwise accelerated pursuant to the terms of the Basic Agreements); (5) be entitled to the benefits of this Agreement, the Security Agreement and the other Basic Agreements; and (6) be substantially in the form of Exhibit A to this Agreement, with blanks appropriately completed in conformity herewith. The Funding Agent shall, and is hereby authorized to, make a notation on the schedule attached to the VFN of the date and the amount of each Funding and the date and amount of the payment of principal thereon, and prior to any transfer of the VFN, the Funding Agent, on behalf of PARCO and the APA Banks, shall endorse the outstanding principal amount of the VFN on the schedule attached thereto. The entries made by the Funding Agent pursuant to the preceding sentence shall be PRIMA FACIE evidence of the existence and amounts of the obligations recorded therein; PROVIDED, HOWEVER, that failure to make such notation shall not adversely affect the rights of PARCO and the APA Banks with respect to the payment obligations of the Borrower hereunder and under the VFN. (ii) On any VFN Prepayment Date, the Borrower shall have the option to prepay all or a portion of the VFN Balance (each, an "OPTIONAL PREPAYMENT"), subject to the following terms and conditions: 1. The Borrower shall have given the Funding Agent at least five (5) Business Days' prior written notice of its intent to effect an Optional Prepayment; 2. Unless such Optional Prepayment is to be effected on a Distribution Date (in which case the relevant calculations with respect to such Optional Prepayment shall be reflected on the applicable Servicer's Determination Date Certificate), the Borrower shall cause the Servicer to deliver to the Funding Agent, the Backup Servicer and the Rating Agencies a Servicer's VFN Prepayment Date Certificate substantially in the form of Exhibit B-1 to the Sale and Servicing Agreement, together with evidence to the Funding Agent, the Backup Servicer and the Rating Agencies (which evidence may consist solely of the Servicer's VFN Prepayment Date Certificate) that the Borrower shall have sufficient funds on the contemplated VFN Prepayment Date to effect the Optional Prepayment in accordance with this Agree-

The VFN. (i) The Borrower's obligation to pay the principal of, and interest on, all amounts advanced by PARCO or the APA Banks Secured Parties pursuant to any Funding shall be evidenced by a single note of the Borrower (as amended, supplemented or otherwise modified and in effect from time to time, the "VFN") which shall (1) be dated the Closing Datedate hereof; (2) be in the stated --- principal amount equal to the Maximum Facility Limit (as reflected from time to time on the grid attached thereto); (3) bear interest as provided therein; (4) be payable to the order of the Funding Administrative Agent for the account of PARCO and the APA Banks Secured Parties (in proportion to the pro rata shares of the Lending Groups based upon their respective aggregate Net Investments) and mature on the Distribution Date occurring in the calendar month sixtyseventy-six eight (6678) months following the Commitment Expiry Date (unless otherwise accelerated pursuant to the terms of the Basic Agreements); provided however that the principal amount of any same -------- ------- day Funding shall be due not later than the fifth Business Day immediately following such same day Funding date; (5) be entitled to the benefits of this Agreement, the Security Agreement and the other Basic Agreements; and (6) be substantially in the form of Exhibit A to this Agreement, with blanks appropriately completed in conformity herewith. The In consultation with the Funding Agents, the Administrative Agent shall, and is hereby authorized to, make a notation on the schedule attached to the VFN of the date and the amount of each Funding and the date and amount of the payment of principal thereon, and prior to any transfer of the VFN, the Funding Administrative Agent, on behalf of PARCO and the APA BanksSecured Parties, shall endorse indorse the outstanding principal amount of the VFN on the schedule attached thereto. The entries made by the Funding Administrative Agent pursuant to the preceding sentence shall be PRIMA FACIE prima ----- facie evidence of the existence and amounts of the obligations recorded ----- therein; PROVIDEDprovided, HOWEVERhowever, that failure to make such notation shall not -------- ------- adversely affect the rights of PARCO and the APA Banks Secured Parties with respect to the payment obligations of the Borrower hereunder and under the VFN. (ii) On any VFN Prepayment Date, the The Borrower shall have the option to prepay all or a portion of the VFN Balance on any Business Day selected by the Borrower (each, an "OPTIONAL PREPAYMENTOptional Prepayment"), subject to the following terms and ------------------- conditions: 1. The Borrower shall have given the Funding Administrative Agent at least five two (52) Business Days' prior written notice of its intent to effect an Optional Prepayment; 2. Unless such Optional Prepayment is to be effected on a Distribution Date (in which case the relevant calculations with respect to such Optional Prepayment shall be reflected on the applicable Servicer's Determination Date Certificate), the Borrower shall cause the Servicer to deliver to the Funding Administrative Agent, the Backup Servicer and the Rating Agencies a Servicer's VFN Prepayment Date Certificate substantially in the form of Exhibit B-1 B-2 to the Sale and Servicing Agreement, together with evidence to the Administrative Agent, the Funding AgentAgents, the Backup Servicer and the Rating Agencies (which evidence may consist solely of the Servicer's VFN Prepayment Date Certificate) that the Borrower shall have sufficient funds on the contemplated VFN Prepayment Date to effect the Optional Prepayment in accordance with this Agree-Agreement. Any such Servicer's VFN Prepayment Date Certificate and related evidence shall be delivered to the Administrative Agent no later than 1:00 P.M. (New York time), in draft form at least two (2) Business Days prior to the contemplated VFN Prepayment Date and in final form at least one Business Day prior to the contemplated VFN Prepayment Date. In effecting an Optional Prepayment, the Borrower may (i) use the proceeds of sales of the Receivables and/or Asset Backed Securities (which sales must be made in arm's-length transactions to Persons other than AFS unless such sale is in connection with a public asset-backed transaction), and (ii) give effect to Collections on deposit in the Collection Account at such time to the extent consistent with the requirements of paragraph 4 below (as evidenced by the Servicer's VFN Prepayment Date Certificate). 3. In connection with any such Optional Prepayment that does not constitute a prepayment in full of the outstanding VFN Balance, then, following receipt by each Funding Agent of the amounts referred to in paragraph 5 below (and confirmation by each such Funding Agent to the Administrative Agent), there shall be released from the Lien of this Agreement (subject to the requirements of paragraph 4 below): (i) a portion of the Receivables constituting a part of the Pool Balance selected by the Borrower in accordance with the eligibility criteria established for the related asset-backed transaction and additionally selected in accordance with the earliest origination date of all Receivables; provided, however, that the Borrower shall not have used any adverse selection procedures with respect to the Receivables; and (ii) such other Receivables or Asset Backed Securities not then constituting part of the Pool Balance, excluding, however, any Receivable or Asset Backed Securities subject to a Repurchase Obligation ("Other Designated Receivables" or "Other Designated Asset ---------------------------- ---------------------- Backed Securities," as applicable) as the Borrower intends to sell or ----------------- distribute in accordance with the terms hereof and as are designated by the Borrower and specified in the Servicer's VFN Prepayment Date Certificate (such Receivables and/or Asset Backed Securities and such Other Designated Receivables or Other Designated Asset Backed Securities, together, in each case, with the related Other Conveyed Property, being collectively referred to as the "Prepayment Related Collateral"). ----------------------------- 4. After giving effect to the Optional Prepayment and the release of Prepayment Related Collateral from the Lien of this Agreement on any VFN Prepayment Date, (x) the remaining VFN Balance minus Adjusted Collections, ----- plus the amount of accrued and unpaid interest or discount, as applicable, ---- on all outstanding Fundings, together with all accrued and unpaid fees and other costs and expenses due and owing to the Lending Groups, shall be less than or equal to the amount resulting when the effective Advance Percentage is multiplied by the remaining Pool Balance, (y) none of the Pool Limitations shall be exceeded and (z) a Termination Event or Potential Termination Event shall not have resulted; For purposes of the foregoing, Adjusted Collections means the product of (i) the effective Advance Percentage, and (ii) the amount of Collections on deposit in the Collection Account as of the close of business on the Business Day preceding the date of the Servicer's VFN Prepayment Date Certificate (which Collections shall be available for distribution in accordance with Article VI of the Sale and Servicing Agreement). 5. On the related VFN Prepayment Date, the Administrative Agent shall have received, for the benefit of the Secured Parties, in immediately available funds, an amount equal to the sum of (i) the portion of the VFN Balance to be prepaid plus (ii) an amount equal to all unpaid Carrying ---- Costs (including Carrying Costs not yet accrued) to the extent reasonably determined by the Funding Agents (and notified to the Administrative Agent) to be attributable to that portion of the Aggregate Net Investment to be prepaid plus (iii) an aggregate amount equal to the sum of all other ---- amounts due and owing to the Administrative Agent, the Funding Agents and the Secured Parties under this Agreement and the other Basic Agreements, to the extent accrued to such date and to accrue thereafter, as reasonably determined by the Funding Agents (and notified to the Administrative Agent) to be attributable to that portion of the Aggregate Net Investment to be prepaid. 6. In connection with the Optional Prepayment of any Funding made to the Borrower with the proceeds of Commercial Paper, the Borrower shall, on the related Interest Payment Date, pay to the related CP Lenders all interest or discount, as applicable, accrued and unpaid and to accrue through the maturity date(s) related to such Commercial Paper. The Borrower hereby agrees to pay the reasonable legal fees and expenses of the Administrative Agent, the Funding Agents and the Secured Parties in connection with any Optional Prepayment (including, but not limited to, expenses incurred in connection with the release of the Lien of the Administrative Agent over the Receivables, related Other Conveyed Property in connection with such Optional Prepayment) not to exceed $25,000 annually. (iii) Although the VFN shall be dated the date hereof, Carrying Costs in respect thereof shall be payable in the manner specified therein and in the other Basic Agreements only for the periods during which amounts are outstanding thereunder. In addition, although the stated principal amount of the VFN shall be equal to the Maximum Facility Limit, the VFN shall be enforceable with respect to the Borrower's obligation to pay the principal thereof only to the extent of the unpaid principal amount outstanding thereunder at the time such enforcement shall be sought. Principal on the VFN shall be payable by the Borrower in the manner and on the dates specified in the VFN and in the other Basic Agreements.