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 to Upon the Termination Date, upon the --------------------- terms and subject to the conditions herein set forth herein and in the other Transaction Documents, (i) the Transferor may, at its option from time option, request that an Incremental Transfer be made by the Agent, on behalf of the Company or the Agent, on behalf of the Bank Investors, as applicable. It shall be a condition precedent to time, convey, transfer and assign to VFCC and to the Committed Investors and each Incremental Transfer that (iii) 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 -------- payment to the Transferor of the applicable Transfer Price (x) the sum of any Incremental Transfer, the Net Investment shall PLUS the Interest Component of all outstanding Related Commercial Paper, would not exceed the Facility Limit, (y) the Percentage Factor would not exceed the Maximum Percentage Factor and (z) the Net Investment would not exceed $200,000,000; and, provided further, that (ii) 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 ; (iii) an Investor Report shall have been delivered prior to such Incremental Transfer as required by Section 3.2 hereof and (iv) in the case of any Incremental Transfer to the Bank Investors, either (x) the Bank Investors shall have previously accepted the assignment by the Company of all of its interest in the Affected Assets or (y) the Company shall have had an opportunity to direct that such assignment occur on or prior to giving effect to 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 The Transferor shall, by notice to the Deal Agent given by telecopy, offer to convey, transfer and assign to VFCC the Agent, on behalf of the Company or the Committed Investors Bank Investors, as applicable, undivided percentage ownership interests in Transferred the Receivables and Related Security, Collections and Proceeds with respect the other Affected Assets relating 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 (iw) whether such request is made to the Agent, on behalf of the Company or on behalf of the Bank Investors (it being understood and agreed that once any Transferred Interest hereunder is acquired on behalf of the Bank Investors, the Agent, on behalf of Bank Investors, shall be required to purchase all Transferred Interests, held by the Agent on behalf of the Company in accordance with Section 9.7 and thereafter no additional Incremental Transfers shall be acquired on behalf of the Company hereunder), (x) the desired Transfer Price (which shall be at least $1,000,000 or integral multiples of $100,000 250,000 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 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 (z) the desired date Tranche Period(s) and allocations of the Net Investment of such Incremental Transfer, together with such other additional information Transfer thereto as the Deal Agent may reasonably requestrequired by Section 2.3. The Deal Agent will promptly notify VFCC and the Committed Company or each of the Bank Investors, as applicablethe case may be, of the Deal Agent's receipt of any request for an Incremental Transfer to be made to the Agent on behalf of such Person. At its optionTo the extent that any such Incremental Transfer is requested of the Agent, VFCC on behalf of the Company, the Company shall instruct the Agent to accept or reject any such offer by notice given to the Transferor and the Deal Agent by electronic mail telephone or telecopytelecopy by no later than the close of its business on the Business Day following its receipt of any such request. Each notice of proposed Transfer shall be irrevocable and binding on the Transferor, Transferor and the Transferor shall indemnify VFCC the Company and the Committed Investors each Bank Investor against any loss or expense incurred by VFCC and the Committed InvestorsCompany or any Bank Investor, either directly or indirectlyindirectly (including, in the case of the Company, through the Liquidity Provider Agreement) as a result of any failure for any reason (including failure to satisfy any of the conditions precedent in respect thereof) by the Transferor to complete such Incremental Transfer, Transfer including, without limitation, any loss (including loss of anticipated profits) or expense incurred by VFCC and the Committed InvestorsCompany or any Bank Investor, either directly or indirectlyindirectly (including, in the case of the Company, pursuant to the Liquidity Provider Agreement) by reason of the liquidation or reemployment of funds acquired by VFCC the Company (or the Committed Investors Liquidity Provider) or any Bank Investor (including, without limitation, funds obtained by issuing Commercial Paper commercial paper or promissory notes, notes or obtaining deposits as loans from third parties and reemployment of fundsparties) for VFCC the Company or the Committed Investors, as applicable any Bank Investor to fund such Incremental Transfer. 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 Deal Agent, as agent for the Investors, Agent 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. 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 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. 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 an Incremental Transfer to the Bank Investors, shall be 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 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 TransferTransfer and the Agent's receipt of funds from the Company or the Bank Investors as aforesaid, the Deal Agent, on behalf of VFCC and Agent shall remit the Committed Investors, shall deposit Transfer Price to the Transferor's account at the location indicated in Section 9.3 10.3 hereof, in same day immediately available funds, an ----------- amount equal to the Transfer Price for such Incremental Transfer made to VFCC Transfer. Unless the Agent shall have received notice from the Company or the Committed Investorsany 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 Agent shall be deemed to be the 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 (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. 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 each Purchaser and (iiy) VFCC may, at its option from time to time, and the Committed Investors shall, each Purchaser shall accept such conveyance, transfer and assignment from the Transferor, without recourse except as provided herein, undivided percentage ownership interests in Transferred the 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 3.01 shall be true and correct both immediately ----------- before and immediately after giving effect to any as of the date of 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 The Transferor shall, by notice to the Deal Administrative Agent given by telecopy, offer to convey, transfer and assign to VFCC or the Committed Investors Purchasers undivided percentage ownership interests in Transferred the Receivables and Related Security, Collections and Proceeds with respect thereto by 12:00 (noon) (New York City time) at least one (1) Business 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 LimitMaximum Percentage Factor; and (by) the desired date of such Incremental TransferTransfer which shall be a Business Day; and (z) the desired Transfer Period(s) and allocations of the Net Investment of such Incremental Transfer thereto as required by Section 2.03. 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 Agreementsubstance satisfactory to the Administrative Agent, a completed Monthly Statement 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 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 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 Incremental Transfer 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 Purchasers (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 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 Deal Agent, as agent for the Investors, Administrative Agent the Transfer Certificate in the form of Exhibit F E hereto (the "Transfer Certificate"). The Deal 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 Deal 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. Following each On the day of such Incremental Transfer, each of the Deal Agent, on behalf of VFCC and the Committed Investors, Purchasers shall deposit to the Transferor's account at the location indicated in Section 9.3 hereofaccount, in same day immediately available funds, an ----------- amount equal to the Transfer Price for such Incremental Transfer made to VFCC or the Committed Investors, as applicablePurchasers.

Incremental Transfers. Prior to Upon the Termination Date, upon the --------------------- terms and subject to the conditions herein set forth herein and in the other Transaction Documents, (i) the Transferor may, at its option from time to timeoption, convey, transfer and assign to VFCC the Agent, on behalf of the Company or the Bank Investors, as applicable, and to the Committed Investors and (ii) VFCC Agent, on behalf of the Company may, at its the Company's option from time to timeor the Agent, and on behalf of the Committed Investors shallBank Investors, shall (in accordance with Section 9.9(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 Transferred the Receivables, together with Related Security, Security and Collections and Proceeds with respect thereto (each, an "Incremental TransferINCREMENTAL TRANSFER") from time to -------------------- time prior to the occurrence of a Termination Date; provided 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 for such Incremental TransferTransfer (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 deliver by notice given by telecopy 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 the Agent, on behalf of the Company or the Committed Investors Bank Investors, as applicable, undivided percentage ownership interests in Transferred the 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 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 (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 the desired Tranche Period (or range) related thereto as the Deal Agent may reasonably requestrequired by Section 2.3. The Deal Agent will shall promptly notify VFCC and the Committed Company or each of the Bank Investors, as applicablethe case may be, of the Deal Agent's receipt of any request for an such notice of proposed Incremental Transfer to be made to the Agent on behalf of such Person. At its optionTo the extent that any such notice of proposed Incremental Transfer is received by the Agent on behalf of the Company, VFCC the Company shall instruct the Agent to accept or reject any such offer by notice given to the Transferor and the Deal Agent by electronic mail telephone or telecopytelecopy by no later than the close of its business on the Business Day following its receipt of any such request. Each notice of proposed Incremental Transfer shall be irrevocable and binding on the Transferor, Transferor and the Transferor shall indemnify VFCC the Agent, the Company and the Committed Investors each Bank Investor against any loss or expense incurred by VFCC and the Committed InvestorsAgent, the Company or any Bank Investor, either directly or indirectlyindirectly (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, Transfer including, without limitation, any loss (including loss of anticipated profits) or expense incurred by VFCC and the Committed InvestorsAgent, the Company or any Bank Investor, either directly or indirectlyindirectly (including, in the case of the Company, pursuant to the Liquidity Provider Agreement) by reason of the liquidation or reemployment of funds acquired by VFCC the Company (or the Committed Investors Liquidity Provider) or any Bank Investor (including, without limitation, funds obtained by issuing Commercial Paper commercial paper or promissory notes, notes or obtaining deposits as loans from third parties and reemployment of fundsparties) for VFCC the Company or the Committed Investors, as applicable any Bank Investor to fund such Incremental TransferTransfer 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 Deal Agent, as agent for Agent the Investors, the Amended and Restated Transfer Certificate in the form of Exhibit F hereto (the "Transfer CertificateTRANSFER 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. 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 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 AgentCompany or the Bank Investors, on behalf of VFCC and the Committed Investorsas applicable, shall deposit to the Transferor's account at the location indicated in Section 9.3 hereof10.3, in same day immediately available funds, an ----------- amount equal to the Transfer Price for such Incremental Transfer made to VFCC the Company or the Committed Bank 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 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 DatePrice, each of the applicable conditions precedent in Article IV of this Agreement shall be satisfied. To effect an Incremental Transfer hereunder, the The Transferor shall, by telecopied or electronic notice to the Deal Administrative Agent given by telecopyand the Purchasers in 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 or integral multiples of $100,000 in excess thereofper Purchaser) 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 and the Purchasers, in form and substance satisfactory to the Administrative Agent, all Settlement Statements required to be delivered as and when due in accordance with this Agreement, a completed Monthly Statement prior to of the desired date of such Incremental Transferthe applicable Transfer Notice, together with such other additional information as the Deal Administrative 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 Each 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 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 to the Termination Date, upon --------------------- the --------------------- terms and subject to the conditions set forth herein and in the other Transaction Documents, (ix) the Transferor may, at its option from time to time, convey, transfer and assign to VFCC PARCO (prior to the occurrence of a PARCO Wind- Down Event) and to the Committed Investors APA Banks (following the occurrence of a PARCO Wind-Down Event and subject to Section 2.2 of the Asset Purchase Agreement) and (iiy) VFCC PARCO may, at its option from time to timetime (prior to the occurrence of a PARCO Wind- Down Event), and the Committed Investors shallAPA 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 Transferred the 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 TransferTransfer 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. 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 The Transferor shall, by notice to the Deal Funding Agent given by telecopy, offer to convey, transfer and assign to VFCC PARCO (prior to the occurrence of a PARCO Wind-Down Event) or the Committed Investors 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 Transferred the 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 (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 (by) the desired date of such Incremental Transfer; and (z) the desired Tranche Period(s) and allocations of the Net Investment of such Incremental Transfer thereto as required by Section 2.3. Each Incremental Transfer shall be subject to the condition precedent that the Collection Agent shall have delivered to the Deal Funding Agent, as and when due in accordance with this Agreement, a completed Monthly Statement Weekly Report prior to the desired date of such Incremental Transfer, together with such other additional information as the Deal Funding Agent may reasonably request. The Deal Funding Agent will promptly notify VFCC PARCO and the Committed InvestorsAPA Banks, as applicable, of the Deal Funding Agent's receipt of any request for an Incremental Transfer to be made to such Person. At its option, VFCC PARCO shall accept or reject any such offer by notice given to the Transferor and the Deal Funding Agent by electronic mail telephone or telecopy. Each notice of proposed Transfer shall be irrevocable and binding on the Transferor, and the Transferor shall indemnify VFCC PARCO and the Committed Investors APA Banks against any loss or expense incurred by VFCC PARCO and the Committed InvestorsAPA 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 VFCC PARCO and the Committed InvestorsAPA Banks, either directly or indirectly, by reason of the liquidation or reemployment of funds acquired by VFCC PARCO or the Committed Investors 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 VFCC PARCO or the Committed InvestorsAPA Banks, as applicable to fund such Incremental Transfer. On the date 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 Deal Agent, as agent for the Investors, Funding Agent the Transfer Certificate in the form of Exhibit F hereto (the "Transfer Certificate"). The Deal 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. The Deal Funding 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 Funding Agent, on behalf of VFCC PARCO and the Committed InvestorsAPA Banks, 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 the cash portion of the Transfer Price for such Incremental Transfer made to VFCC PARCO or the Committed InvestorsAPA Banks, as applicable.

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.

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 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 Investors Purchaser, with respect to such CP Conduit Purchaser and (iiy) VFCC each CP Conduit Purchaser may, at its option from time to timetime (prior to the occurrence of a CP Conduit Purchaser's Termination Event with respect to such CP Conduit Purchasers), and the Committed Investors 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 Transferred the 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 TransferTransfer and the payment to the Transferor of such Transfer Price, the Net Investment shall not exceed the Facility Limit; and, and provided further, that the representations and -------- ------- warranties set forth in Section 3.1 3.01 shall be true and correct both immediately ----------- before and immediately after giving effect to any as of the date of 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 The Transferor shall, by notice to the Deal Administrative Agent given by telecopy, offer to convey, transfer and assign to VFCC 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 Investors Purchasers' undivided percentage ownership interests in Transferred the Receivables and Related Security, Collections and Proceeds with respect thereto by 12:00 at least two (noon) (New York City time) one (12) Business Day 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 (by) the desired date of such Incremental TransferTransfer which shall be a Business Day; and (z) the desired Tranche Period(s) and allocations of the Net Investment of such Incremental Transfer thereto as required by Section 2.03. 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 Agreementsubstance satisfactory to the Administrative Agent, a completed Monthly Statement 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 Deal Administrative Agent may reasonably request. The Deal Administrative Agent will promptly notify VFCC the Funding Agent for each CP Conduit Purchaser and the Committed InvestorsPurchasers, as applicable, of the Deal Administrative Agent's receipt of any request for an Incremental Transfer to be made to such Person. At its their option, VFCC each CP Conduit Purchaser shall accept or reject any such offer by prompt written notice given to the Transferor Transferor, the Administrative Agent and the Deal Funding Agent with respect to such CP Conduit Purchaser by electronic mail telephone or telecopy. Each notice of proposed Incremental Transfer shall be irrevocable and binding on the Transferor, and the Transferor shall indemnify VFCC the CP Conduit Purchasers and the Committed Investors Purchasers against any loss or expense incurred by VFCC the CP Conduit Purchasers 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 the CP Conduit Purchasers and the Committed Investors, either directly or indirectly, Purchasers by reason of the liquidation or reemployment of funds acquired by VFCC the CP Conduit Purchasers or the Committed Investors Purchasers (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 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 Deal Agent, as agent for the Investors, Administrative Agent the Transfer Certificate in the form of Exhibit F E hereto (the "Transfer Certificate"). The Deal 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 Deal 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. Following each On the day of such Incremental Transfer, the Deal Agent, on behalf of VFCC and CP Conduit Purchasers or the Committed InvestorsPurchasers, as applicable, shall deposit to the Transferor's account at the location indicated in Section 9.3 hereofaccount, in same day immediately available funds, an ----------- amount equal to the Transfer Price for such Incremental Transfer made to VFCC the CP Conduit Purchasers or the Committed InvestorsPurchasers, as applicable.

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, (ix) the Transferor may, at its option from time to time, convey, transfer and assign to VFCC and 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 Investors Purchasers with respect to such CP Conduit Purchaser, and (iiy) VFCC each CP Conduit Purchaser may, at its option from time to timetime prior to the occurrence of a CP Conduit Purchaser's Termination Event with respect to such CP Conduit Purchaser, and and, if such CP Conduit Purchaser declines to accept, the Committed Investors 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 Transferred the Receivables, together with Related Security, 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 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 conditions set forth in Section 3.1 4.03 shall be true and correct both immediately ----------- before and immediately after giving effect to any such Incremental Transfer and the payment to satisfied with respect thereto. If the Transferor of determines as provided in the Transfer Price related thereto. Prior preceding paragraph to any such make an 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 Administrative Agent given by telecopy, offer to convey, transfer and assign to VFCC 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 related Committed Investors Purchasers undivided percentage ownership interests in Transferred the Receivables and Related Security, Collections and Proceeds with respect thereto by 12:00 at least two (noon) (New York City time) one (12) Business Day 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 (by) the desired date of such Incremental Transfer. Each Incremental Transfer which shall be subject to the condition precedent that the Collection Agent shall have delivered to the Deal Agent, as a Business Day; and when due in accordance with this Agreement, a completed Monthly Statement prior to (z) the desired date Tranche Period(s) and allocations of the Net RECEIVABLES TRANSFER AGREEMENT Investment of such Incremental Transfer, together with such other additional information Transfer thereto as the Deal Agent may reasonably requestrequired by Section 2.03 of this Agreement. The Deal Administrative Agent will promptly notify VFCC the Funding Agent for each CP Conduit Purchaser and the Committed InvestorsPurchasers, as applicable, of the Deal Administrative Agent's receipt of any a request for an Incremental Transfer to be made to such Person. At its option, VFCC each CP Conduit Purchaser shall accept or reject any such offer by prompt written notice given to the Transferor Transferor, the Administrative Agent and the Deal Funding Agent with respect to such CP Conduit Purchaser by electronic mail telephone or telecopy. Each notice of proposed Incremental Transfer shall be irrevocable and binding on the Transferor, and the Transferor shall indemnify VFCC the CP Conduit Purchasers and the Committed Investors Purchasers against any loss or expense incurred by VFCC the CP Conduit Purchasers 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 the CP Conduit Purchasers and the Committed Investors, either directly or indirectly, Purchasers by reason of the liquidation or reemployment of funds acquired by VFCC the CP Conduit Purchasers or the Committed Investors Purchasers (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 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 Deal Agent, as agent for the Investors, Administrative Agent the Transfer Certificate in the form of Exhibit F E hereto (the "Transfer Certificate"). The Deal 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 Deal Administrative Agent shall indicate the amount of the Incremental Transfer together with the date thereof as well as any decrease in 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. Following each On the day of such Incremental Transfer, the Deal Agent, on behalf of VFCC and CP Conduit Purchasers or the Committed InvestorsPurchasers, as applicable, shall deposit to the Transferor's account at the location indicated in Section 9.3 hereofaccount, in same day immediately available funds, an ----------- amount equal to the Transfer Price for such Incremental Transfer made to VFCC the CP Conduit Purchasers or the Committed InvestorsPurchasers, as applicable.

Incremental Transfers. Prior to the Termination Date, upon the --------------------- terms and subject to the conditions set forth herein and in the other Transaction Documents, (ix) the Transferor may, at its option from time to time, convey, transfer and assign to VFCC and 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 Investors Purchaser with respect to such CP Conduit Purchaser, and (iiy) VFCC each CP Conduit Purchaser may, at its option from time to timetime prior to the occurrence of a CP Conduit Purchaser's Termination Event with respect to such CP Conduit Purchaser, and the Committed Investors 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 Transferred the Receivables, together with Related Security, 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 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 conditions set forth in Section 3.1 4.02 shall be true and correct both immediately ----------- before and immediately after giving effect to any such Incremental Transfer and the payment to satisfied with respect thereto. If the Transferor of determines as provided in the Transfer Price related thereto. Prior preceding paragraph to any such make an 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 Administrative Agent given by telecopy, offer to convey, transfer and assign to VFCC 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 Investors Purchasers undivided percentage ownership interests in Transferred the Receivables and Related Security, Collections and Proceeds with respect thereto by 12:00 at least two (noon) (New York City time) one (12) Business Day 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 (by) the desired date of such Incremental Transfer. Each Incremental Transfer which shall be subject to the condition precedent that the Collection Agent shall have delivered to the Deal Agent, as a Business Day; and when due in accordance with this Agreement, a completed Monthly Statement prior to (z) the desired date Tranche Period(s) and allocations of the Net Investment of such Incremental Transfer, together with such other additional information Transfer thereto as the Deal Agent may reasonably requestrequired by Section 2.03 of this Agreement. The Deal Administrative Agent will promptly notify VFCC the Funding Agent for each CP Conduit Purchaser and the Committed InvestorsPurchasers, as applicable, of the Deal Administrative Agent's receipt of any a request for an Incremental Transfer to be made to such Person. At its option, VFCC each CP Conduit Purchaser shall accept or reject any such offer by prompt written notice given to the Transferor Transferor, the Administrative Agent and the Deal Funding Agent with respect to such CP Conduit Purchaser by electronic mail telephone or telecopy. Each notice of proposed Incremental Transfer shall be irrevocable and binding on the Transferor, and the Transferor shall indemnify VFCC the CP Conduit Purchasers and the Committed Investors Purchasers against any loss or expense incurred by VFCC the CP Conduit Purchasers 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 the CP Conduit Purchasers and the Committed Investors, either directly or indirectly, Purchasers by reason of the liquidation or reemployment of funds acquired by VFCC the CP Conduit Purchasers or the Committed Investors Purchasers (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 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 Deal Agent, as agent for the Investors, Administrative Agent the Transfer Certificate in the form of Exhibit F E hereto (the "Transfer Certificate"). The Deal 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 Deal Administrative Agent shall indicate the amount of the Incremental Transfer together with the date thereof as well as any decrease in 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. Following each On the day of such Incremental Transfer, the Deal Agent, on behalf of VFCC and CP Conduit Purchasers or the Committed InvestorsPurchasers, as applicable, shall deposit to the Transferor's account at the location indicated in Section 9.3 hereofaccount, in same day immediately available funds, an ----------- amount equal to the Transfer Price for such Incremental Transfer made to VFCC the CP Conduit Purchasers or the Committed InvestorsPurchasers, as applicable.