Common use of Transfer to Financial Institutions Clause in Contracts

Transfer to Financial Institutions. Each Financial ---------------------------------- Institution hereby agrees, subject to Section 13.4, that immediately upon ------------ written notice from PREFCO delivered on or prior to the Liquidity Termination Date, it shall acquire by assignment from PREFCO, without recourse or warranty, its Pro Rata Share of one or more of the Purchaser Interests of PREFCO as specified by PREFCO. Each such assignment by PREFCO shall be made pro rata among the Financial Institutions, provided, however, that PREFCO may at any time and -------- ------- from time to time, in its sole and absolute discretion, make any such assignment to any Affected Financial Institution on a non-pro rata basis. Each Financial Institution shall, no later than 1:00 p.m. (Chicago time) on the date of such assignment, pay in immediately available funds to the Agent at an account designated by the Agent, for the benefit of PREFCO, its Acquisition Amount. Unless a Financial Institution has notified the Agent that it does not intend to pay its Acquisition Amount, the Agent may assume that such payment has been made and may, but shall not be obligated to, make the amount of such payment available to PREFCO in reliance upon such assumption. PREFCO hereby sells and assigns to the Agent for the ratable benefit of the Financial Institutions, and the Agent hereby purchases and assumes from PREFCO, effective upon the receipt by PREFCO of the PREFCO Transfer Price, the Purchaser Interests of PREFCO which are the subject of any transfer pursuant to this Article XIII. ------------

Transfer to Financial Institutions. Each Financial ---------------------------------- Institution hereby agrees, subject to Section 13.4, that immediately upon ------------ written notice from PREFCO Conduit delivered on or prior to the Liquidity Termination Date, it shall acquire by assignment from PREFCOConduit, without recourse or warranty, its Pro Rata Share of one or more of the Purchaser Interests of PREFCO Conduit as specified by PREFCOConduit. Each such assignment by PREFCO Conduit shall be made pro rata among all of the Financial Institutions, provided, however, that PREFCO may at any time and -------- ------- from time to time, in its sole and absolute discretion, make any such assignment to any Affected Financial Institution on a non-except for pro rata basisassignments to one or more Terminating Financial Institutions pursuant to Section 13.6. XXXXXXXXX RECEIVABLES PURCHASE AGREEMENT Each such Financial Institution shall, no later than 1:00 p.m. (Chicago time) on the date of such assignment, pay in immediately available funds (unless another form of payment is otherwise agreed between Conduit and any Financial Institution) to the Agent at an account designated by the Agent, for the benefit of PREFCOConduit, its Acquisition Amount. Unless a Financial Institution has notified the Agent that it does not intend to pay its Acquisition Amount, the Agent may assume that such payment has been made and may, but shall not be obligated to, make the amount of such payment available to PREFCO Conduit in reliance upon such assumption. PREFCO Conduit hereby sells and assigns to the Agent for the ratable benefit of the Financial Institutions, and the Agent hereby purchases and assumes from PREFCOConduit, effective upon the receipt by PREFCO Conduit of the PREFCO Conduit Transfer Price, the Purchaser Interests of PREFCO Conduit which are the subject of any transfer pursuant to this Article XIII. ------------.

Transfer to Financial Institutions. Each Financial ---------------------------------- Institution hereby agrees, subject to Section 13.4, that immediately upon ------------ written notice from PREFCO delivered on or prior to the Liquidity Termination Date, it shall acquire by assignment from PREFCO, without recourse or warranty, its Pro Rata Share of one or more of the Purchaser Interests of PREFCO as specified by PREFCO. Each such assignment by PREFCO shall be made pro rata among the Financial Institutions, provided, however, that PREFCO may at any -------- ------- time and -------- ------- from time to time, in its sole and absolute discretion, make any such assignment to any Affected Financial Institution on a non-pro rata basis. Each Financial Institution shall, no later than 1:00 p.m. (Chicago time) on the date of such assignment, pay in immediately available funds to the Agent at an account designated by the Agent, for the benefit of PREFCO, its Acquisition Amount. Unless a Financial Institution has notified the Agent that it does not intend to pay its Acquisition Amount, the Agent may assume that such payment has been made and may, but shall not be obligated to, make the amount of such payment available to PREFCO in reliance upon such assumption. PREFCO hereby sells and assigns to the Agent for the ratable benefit of the Financial Institutions, and the Agent hereby purchases and assumes from PREFCO, effective upon the receipt by PREFCO of the PREFCO Transfer Price, the Purchaser Interests of PREFCO which are the subject of any transfer pursuant to this Article XIII. ------------

Transfer to Financial Institutions. Each Financial ---------------------------------- Institution hereby agrees, subject to Section SECTION 13.4, that immediately upon ------------ written notice from PREFCO the Conduit delivered on or prior to the Liquidity Termination Date, it shall acquire by assignment from PREFCOthe Conduit, without recourse or warranty, its Pro Rata Share of one or more of the Purchaser Interests Loans of PREFCO the Conduit as specified by PREFCOthe Conduit. Each such assignment by PREFCO the Conduit shall be made pro rata among the Financial Institutions, providedexcept for pro rata assignments to one or more Terminating Financial Institutions pursuant to SECTION 13.6; PROVIDED, howeverHOWEVER, that PREFCO the Conduit may at any time and -------- ------- from time to time, in its sole and absolute discretion, make any such assignment to any Affected Financial Institution on a non-pro rata basis. Each Financial Institution shall, no later than 1:00 p.m. (Chicago time) on the date of such assignment, pay in immediately available funds (unless another form of payment is otherwise agreed between the Conduit and any Financial Institution) to the Agent at an account designated by the Agent, for the benefit of PREFCOthe Conduit, its Acquisition Amount. Unless a Financial Institution has notified the Agent that it does not intend to pay its Acquisition Amount, the Agent may assume that such payment has been made and may, but shall not be obligated to, make the amount of such payment available to PREFCO the Conduit in reliance upon such assumption. PREFCO The Conduit hereby sells and assigns to the Agent for the ratable benefit of the Financial Institutions, and the Agent hereby purchases and assumes from PREFCOthe Conduit, effective upon the receipt by PREFCO the Conduit of the PREFCO Conduit Transfer Price, the Purchaser Interests Loans of PREFCO the Conduit which are the subject of any transfer pursuant to this Article ARTICLE XIII. ------------.

Transfer to Financial Institutions. Each Financial ---------------------------------- ------------------------------------- Institution hereby agrees, subject to Section 13.4, that immediately upon ------------ ------------- written notice from PREFCO Conduit delivered on or prior to the Liquidity Termination Date, it shall acquire by assignment from PREFCOConduit, without recourse or warranty, its Pro Rata Share of one or more of the Purchaser Interests of PREFCO Conduit as specified by PREFCOConduit. Each such assignment by PREFCO Conduit shall be made pro rata among all of the Financial Institutions, provided, however, that PREFCO may at any time and -------- ------- from time to time, in its sole and absolute discretion, make any such assignment to any Affected Financial Institution on a non-except for pro rata basisassignments to one or more Terminating Financial Institutions pursuant to Section 13.6. Each such ------------ Financial Institution shall, no later than 1:00 p.m. (Chicago time) on the date of such assignment, pay in immediately available funds (unless another form of payment is otherwise agreed between Conduit and any Financial Institution) to the Agent at an account designated by the Agent, for the benefit of PREFCOConduit, its Acquisition Amount. Unless a Financial Institution has notified the Agent that it does not intend to pay its Acquisition Amount, the Agent may assume that such payment has been made and may, but shall not be obligated to, make the amount of such payment available to PREFCO Conduit in reliance upon such assumption. PREFCO Conduit hereby sells and assigns to the Agent for the ratable benefit of the Financial Institutions, and the Agent hereby purchases and assumes from PREFCOConduit, effective upon the receipt by PREFCO Conduit of the PREFCO Conduit Transfer Price, the Purchaser Interests of PREFCO Conduit which are the subject of any transfer pursuant to this Article XIII. ---------------------

Transfer to Financial Institutions. Each Financial ---------------------------------- Institution hereby agrees, subject to Section 13.4, that immediately upon ------------ written notice from PREFCO Conduit delivered on or prior to the Liquidity Termination Date, it shall acquire by assignment from PREFCOConduit, without recourse or warranty, its Pro Rata Share of one or more of the Purchaser Interests of PREFCO Conduit as 35 40 specified by PREFCOConduit. Each such assignment by PREFCO Conduit shall be made pro rata among all of the Financial Institutions, provided, however, that PREFCO may at any time and -------- ------- from time to time, in its sole and absolute discretion, make any such assignment to any Affected Financial Institution on a non-except for pro rata basisassignments to one or more Terminating Financial Institutions pursuant to Section 13.6. Each such Financial Institution shall, no later than 1:00 p.m. (Chicago time) on the date of such assignment, pay in immediately available funds (unless another form of payment is otherwise agreed between Conduit and any Financial Institution) to the Agent at an account designated by the Agent, for the benefit of PREFCOConduit, its Acquisition Amount. Unless a Financial Institution has notified the Agent that it does not intend to pay its Acquisition Amount, the Agent may assume that such payment has been made and may, but shall not be obligated to, make the amount of such payment available to PREFCO Conduit in reliance upon such assumption. PREFCO Conduit hereby sells and assigns to the Agent for the ratable benefit of the Financial Institutions, and the Agent hereby purchases and assumes from PREFCOConduit, effective upon the receipt by PREFCO Conduit of the PREFCO Conduit Transfer Price, the Purchaser Interests of PREFCO Conduit which are the subject of any transfer pursuant to this Article XIII. ------------.