Common use of Incremental Transfers Clause in Contracts

Incremental Transfers. Prior to the Termination Date, upon the --------------------- terms and subject to the conditions set forth herein and in the other Transaction Documents, (i) the Transferor may, at its option from time to time, convey, transfer and assign to VFCC and to the Committed Investors and (ii) VFCC may, at its option from time to time, and the Committed Investors shall, accept such conveyance, transfer and assignment from the Transferor, without recourse except as provided herein, undivided percentage ownership interests in Transferred 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 -------- 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 (noon) (New York City time) one (1) Business 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; and (b) the desired date of such Incremental Transfer. Each Incremental Transfer shall be subject to the condition precedent that the Collection Agent shall have delivered to the Deal Agent, as and when due in accordance with this Agreement, a completed Monthly Statement prior to the desired date of such Incremental Transfer, together with such other additional information as the Deal Agent may reasonably request. The Deal Agent will promptly notify VFCC and the Committed Investors, as applicable, of the Deal Agent's receipt of any request for an Incremental Transfer to be made to such Person. At its option, VFCC shall reject any such offer by notice 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 of the initial Incremental Transfer, the Transferor shall deliver to the Deal Agent, as agent for 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 together with the date thereof on the grid attached to the Transfer Certificate. The Deal 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 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 same day funds, an ----------- amount equal to the Transfer Price for such Incremental Transfer made to VFCC or the Committed Investors, as applicable.

Incremental Transfers. Prior From time to time prior to the Termination Date, upon the --------------------- terms and subject to the conditions set forth herein and in the other Transaction Documents, (i) the Transferor may, at its option from time to time, convey, transfer and assign to VFCC and to the Committed Investors and (ii) VFCC may, at its option from time to time, and the Committed Investors shall, accept such may make a conveyance, transfer and assignment from to the Transferor, without recourse except as provided herein, Purchasers of an undivided percentage ownership interests interest in Transferred the Receivables, together with Related Security, Collections and Proceeds with respect thereto (each, an "“Incremental Transfer"”) from time at the Transfer Price, without recourse except as provided herein, and each of the Purchasers severally agrees to -------------------- time prior to the Termination Date; provided fund its Pro Rata Share of each requested Incremental Transfer, provided, however, that after giving prospective effect to the -------- funding of the Transfer Price of for 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 such Transfer Price, each of the Transfer Price related thereto. Prior conditions precedent in Article IV of this Agreement shall be satisfied (with respect to any such the initial Incremental Transfer, ) or each of the Transferor conditions precedent in Section 4.03 shall deliver to be satisfied (in the Deal Agent, an Account Schedule in accordance with Section 5.1(e) which shall include case of all ------------- Additional Accounts related to any Receivable transferred as of such Transfer Datesubsequent Incremental Transfers). To effect an Incremental Transfer hereunder, the The Transferor shall, by telecopied or electronic notice to the Deal Administrative Agent given by telecopyin the form of Exhibit F hereto (each, a “Transfer Notice”), 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 (noon) (New York City time) make an Incremental Transfer at least one (1) Business 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; and (by) the desired date of such Incremental TransferTransfer which shall be a Business Day. Each Incremental Transfer shall be subject to the condition precedent that the Collection Agent shall have delivered to the Deal Administrative Agent, as in form and when due in accordance with this Agreement, a completed Monthly Statement 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 Deal Administrative Agent may reasonably request. The Deal Administrative Agent will promptly notify VFCC and the Committed Investors, as applicable, Purchasers of the Deal Administrative Agent's ’s receipt of any request for an Incremental Transfer to be made to such Person. At its option, VFCC shall reject any such offer by notice given to the Transferor and the Deal Agent by electronic mail or telecopyNotice. Each notice of proposed Transfer Notice shall be irrevocable and binding on the Transferor, and the Transferor shall indemnify VFCC and the Committed Investors Purchasers against any loss or expense incurred by VFCC and the Committed InvestorsPurchasers, 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, Purchasers 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 Purchasers to fund such Incremental Transfer. On the date day of the initial Incremental Transfer, the Transferor shall deliver to the Deal Agent, as agent for 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 together with the date thereof on the grid attached to the Transfer Certificate. The Deal 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 Deal Agent, on behalf of VFCC and the Committed Investors, each Purchaser participating in such purchase shall deposit to the Transferor's account at the location indicated in Section 9.3 hereof’s account, in same day immediately available funds, an ----------- amount equal to its Pro Rata Share of the Transfer Price for such Incremental Transfer made Transfer. No Purchaser shall have any responsibility for the failure of any other Purchaser to VFCC or the Committed Investors, as applicablemake any such deposit.

Incremental Transfers. Prior Subject to the Termination DateSection 2.1, upon the --------------------- terms and subject to the conditions set forth herein and in the other Transaction Documents, (i) the Transferor mayshall, at its option from time by notice to timeeach Group Agent given by telecopy, offer to convey, transfer and assign to VFCC and to the Committed Investors and (ii) VFCC mayFunding Agent, at its option from time to time, and for the Committed Investors shall, accept such conveyance, transfer and assignment from benefit of the Transferor, without recourse except as provided hereinTransferees, undivided percentage ownership interests in Transferred Receivables, together with the Receivables and 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 -------- 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 at least three (noon) (New York City time) one (13) Business Day 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 LimitLimit and each Transferee Group's Share of such Transfer Price; and (bii) 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 Deal Funding Agent and each Group Agent, as and when due in accordance with this Agreement, a completed Monthly Statement Deposit Report prior to the desired date of such Incremental Transfer, together with such other additional information as the Deal Funding Agent or the Group Agent may reasonably request. The Deal Each Group Agent will promptly shall immediately notify VFCC and the Committed Investors, as applicable, members of the Deal Agent's receipt its Transferee Group of any a request for an Incremental Transfer to be made to such Person. At its option, VFCC shall reject any such offer received by notice 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 Transferit. On the date of the initial Incremental Transfer, the Transferor shall deliver to the Deal Agent, as agent requested for 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 such Incremental Transfer together with (provided the date thereof on the grid attached to the Transfer Certificate. The Deal Agent shall indicate the amount of the prior notice for such 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 has been given), each Incremental Transfer, the Deal Agent, on behalf of VFCC and the Committed Investors, Group Agent shall deposit to the Transferor's account at the location indicated in Section 9.3 hereof, in same day 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 made to VFCC shall be irrevocable and binding on the Transferor, and the Transferor shall indemnify the Transferees against any loss or the Committed Investors, as applicable.expense

Incremental Transfers. Prior to the Termination Date, upon the --------------------- terms and subject to the conditions set forth herein and in the other Transaction Documents, (i) the Transferor may, at its option from time to time, convey, transfer and assign to VFCC and to the Committed Investors and (ii) VFCC may, at its option from time to time, and the Committed Investors shall, accept such conveyance, transfer and assignment from the Transferor, without recourse except as provided herein, undivided percentage ownership interests in Transferred 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 -------- 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 (noon) (New York City time) one (1) Business 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; and (bii) the desired date of such Incremental Transfer. Each Incremental Transfer shall be subject to the condition precedent that the Collection Agent shall have delivered to the Deal Agent, as and when due in accordance with this Agreement, a completed Monthly Statement prior to the desired date of such Incremental Transfer, together with such other additional information as the Deal Agent may reasonably request. The Deal Agent will promptly notify VFCC and the Committed Investors, as applicable, of the Deal Agent's receipt of any request for an Incremental Transfer to be made to such Person. At its option, VFCC shall reject any such offer by notice 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 of the initial Incremental Transfer, the Transferor shall deliver to the Deal Agent, as agent for 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 together with the date thereof on the grid attached to the Transfer Certificate. The Deal 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 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 same day funds, an ----------- amount equal to the Transfer Price for such Incremental Transfer made to VFCC or the Committed Investors, as applicable.