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 the Conduit delivered on or prior to the Liquidity Termination Date, it shall acquire by assignment from the Conduit, without recourse or warranty, its Pro Rata Share of one or more of the Loans of the Conduit as specified by the Conduit. Each such assignment by the Conduit shall be made pro rata among the Financial Institutions, except for pro rata assignments to one or more Terminating Financial Institutions pursuant to SECTION 13.6; PROVIDED, HOWEVER, that 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 the 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 the Conduit in reliance upon such assumption. 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 the Conduit, effective upon the receipt by the Conduit of the Conduit Transfer Price, the Loans of the 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 Section 13.4, that immediately upon ------------- written notice from the Conduit delivered on or prior to the Liquidity Termination Date, it shall acquire by assignment from the Conduit, without recourse or warranty, its Pro Rata Share of one or more of the Loans Purchaser Interests of the Conduit as specified by the Conduit. Each such assignment by the Conduit shall be made pro rata among all of the Financial Institutions, except for pro rata assignments to one or more Terminating Financial Institutions pursuant to SECTION Section 13.6; PROVIDED, HOWEVER, that 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 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 the Conduit and any Financial Institution) to the Agent at an account designated by the Agent, for the benefit of the 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 the Conduit in reliance upon such assumption. 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 the Conduit, effective upon the receipt by the Conduit of the Conduit Transfer Price, the Loans Purchaser Interests of 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 Section 13.4, that immediately upon ------------ written notice from the Conduit PREFCO delivered on or prior to the Liquidity Termination Date, it shall acquire by assignment from the ConduitPREFCO, without recourse or warranty, its Pro Rata Share of one or more of the Loans Purchaser Interests of the Conduit PREFCO as specified by the ConduitPREFCO. Each such assignment by the Conduit PREFCO shall be made pro rata among the Financial Institutions, except for pro rata assignments to one or more Terminating Financial Institutions pursuant to SECTION 13.6; PROVIDEDprovided, HOWEVERhowever, that the Conduit 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 (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 the ConduitPREFCO, 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 the Conduit PREFCO in reliance upon such assumption. The Conduit PREFCO hereby sells and assigns to the Agent for the ratable benefit of the Financial Institutions, and the Agent hereby purchases and assumes from the ConduitPREFCO, effective upon the receipt by the Conduit PREFCO of the Conduit PREFCO Transfer Price, the Loans Purchaser Interests of the Conduit PREFCO 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 Section 13.4, that immediately upon ------------ written notice from the Conduit PREFCO delivered on or prior to the Liquidity Termination Date, it shall acquire by assignment from the ConduitPREFCO, without recourse or warranty, its Pro Rata Share of one or more of the Loans Purchaser Interests of the Conduit PREFCO as specified by the ConduitPREFCO. Each such assignment by the Conduit PREFCO shall be made pro rata among the Financial Institutions, except for pro rata assignments to one or more Terminating Financial Institutions pursuant to SECTION 13.6; PROVIDEDprovided, HOWEVERhowever, that the Conduit 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 (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 the ConduitPREFCO, 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 the Conduit PREFCO in reliance upon such assumption. The Conduit PREFCO hereby sells and assigns to the Agent for the ratable benefit of the Financial Institutions, and the Agent hereby purchases and assumes from the ConduitPREFCO, effective upon the receipt by the Conduit PREFCO of the Conduit PREFCO Transfer Price, the Loans Purchaser Interests of the Conduit PREFCO which are the subject of any transfer pursuant to this ARTICLE Article XIII.. ------------