Common use of Assignment of Asset Interest Clause in Contracts

Assignment of Asset Interest. Seller hereby absolutely and irrevocably sells, assigns and transfers to Administrative Agent (on behalf of Purchasers) (ratably, according to each Purchaser’s Investment), upon the payment of the aggregate Purchase Price, effective on and as of the date of each Purchase and Reinvestment hereunder, an undivided ownership interest in all of its right, title and interest in, to and under all Pool Receivables and all Related Assets and all proceeds of any of the foregoing, whether currently owned or existing or thereafter arising, acquired or originated, or in which the Seller now or hereafter has any rights, and wherever so located (the assets so assigned to include not only the Pool Receivables and Related Assets existing as of the date of such Purchase but also all future Pool Receivables and the Related Assets acquired by Seller from time to time as provided in Section 1.3). On any date the Asset Interest will represent Purchasers’ ownership interest in all then outstanding Pool Receivables and all Related Assets with respect thereto (including all Collections and other proceeds thereof as described in this Section 1.2(c)), as at such date. On any date, the Asset Interest will be equal to a percentage, expressed as the following fraction: PTI + RR NPB where: PTI = Purchasers’ Total Investment; RR = the Required Reserves; and NPB = the Net Portfolio Balance; in each case as of that date; provided that the Asset Interest will remain constant at 100% of the Net Portfolio Balance at all times on and after the Purchase Termination Date until the Final Payout Date. Administrative Agent’s right, title and interest in, to and under such assets, for the benefit of the Purchasers, is herein called the “Asset Interest”.

Assignment of Asset Interest. Seller hereby absolutely and irrevocably sells, assigns and transfers to Administrative Agent (on behalf of Purchasers) (ratably, according to each PurchaserPurchaser Group’s Purchaser Group Investment), upon the payment of the aggregate Purchase Price, effective on and as of the date of each Purchase and Reinvestment hereunder, an undivided ownership interest in all of its right, title and interest in, to and under all Pool Receivables Assets and all Related Assets and all proceeds of any of the foregoing, whether currently owned or existing or thereafter arising, acquired or originated, or in which the Seller now or hereafter has any rights, and wherever so located (the assets so assigned to include not only the Pool Receivables Assets and Related Assets existing as of the date of such Purchase but also all future Pool Receivables Assets and the Related Assets acquired by Seller from time to time as provided in Section 1.3). On any date the Asset Interest will represent Purchasers’ ownership interest in all then outstanding Pool Receivables Assets and all Related Assets with respect thereto (including all Collections and other proceeds thereof as described in this Section 1.2(c)), as at such date. On any date, the Asset Interest will be equal to a percentage, expressed as the following fraction: PTI TI + RR NPB where: PTI TI = Purchasers’ Total Investment; RR = the Required Reserves; and NPB = the Net Portfolio Pool Balance; in each case as of that date; provided that the Asset Interest will remain constant at 100% of the Net Portfolio Pool Balance at all times on and after the Purchase Termination Date until the Final Payout Date. Administrative Agent’s right, title and interest in, in and to and under such assets, for the benefit of the Purchasers, is herein called the “Asset Interest”.

Assignment of Asset Interest. Seller hereby absolutely and irrevocably sells, assigns and transfers to Administrative Agent (on behalf Agent, for the benefit of Purchasers) Purchasers (ratably, according to each Purchaser’s Investment), upon the payment of the aggregate Purchase Price, ) effective on and as of the date of each Purchase and Reinvestment by any Purchaser hereunder, an undivided ownership interest in all of its right, title and interest in, to and under all Pool Receivables purchased by such Purchaser hereunder and all Related Assets relating to such Pool Receivables (other than the Seller’s title in and all proceeds to the lock-box accounts related to such Pool Receivables, which shall remain with Seller subject to effective account control agreement in favor of any of the foregoingAgent), whether currently now owned or existing existing, or thereafter arising, acquired or originated, or in which the Seller now or hereafter has any rights, and wherever so located (the assets so assigned to include not only the Pool Receivables and Related Assets existing as of the date of such Purchase but also all future Pool Receivables and the Related Assets acquired by Seller from time to time as provided in Section 1.3). On any date date, the Asset Interest will represent the Purchasers’ percentage ownership interest in all then outstanding Pool Receivables and all Related Assets with respect thereto (including all Collections and other proceeds thereof as described in this Section 1.2(c)proceeds), as at such date. On , which percentage ownership interest shall, on any date, the Asset Interest will be equal to the following fraction (expressed as a percentage, expressed as the following fraction: ): PTI + RR NPB where: PTI = Purchasers’ Total Investment; RR = the Required Reserves; and NPB = the Net Portfolio Pool Balance; in each case as of that date; provided that the Asset Interest will remain constant at 100% of the Net Portfolio Pool Balance at all times on and after the Purchase Termination Date until the Final Payout Date. Administrative Agent’s right, title and interest in, in and to such percentage ownership interest in all such Pool Receivables and under all such assetsRelated Assets (including all Collections and other proceeds with respect to the foregoing), for the benefit of the Purchasers, is herein called the “Asset Interest”.

Assignment of Asset Interest. Seller hereby absolutely and irrevocably sells, assigns and transfers to Administrative Agent (on behalf Agent, for the benefit of Purchasers) Purchasers (ratably, according to each Purchaser’s Investment), upon the payment of the aggregate Purchase Price, ) effective on and as of the date of each Purchase and Reinvestment by any Purchaser hereunder, an undivided ownership interest in all of its right, title and interest in, to and under all Pool Receivables purchased by such Purchaser hereunder and all Related Assets relating to such Pool A&R Receivables Purchase Agreement Receivables (other than the Seller’s title in and all proceeds to the lock-box accounts related to such Pool Receivables, which shall remain with Seller subject to effective account control agreement in favor of any of the foregoingAgent), whether currently now owned or existing existing, or thereafter arising, acquired or originated, or in which the Seller now or hereafter has any rights, and wherever so located (the assets so assigned to include not only the Pool Receivables and Related Assets existing as of the date of such Purchase but also all future Pool Receivables and the Related Assets acquired by Seller from time to time as provided in Section 1.3). On any date date, the Asset Interest will represent the Purchasers’ percentage ownership interest in all then outstanding Pool Receivables and all Related Assets with respect thereto (including all Collections and other proceeds thereof as described in this Section 1.2(c)proceeds), as at such date. On , which percentage ownership interest shall, on any date, the Asset Interest will be equal to the following fraction (expressed as a percentage, expressed as the following fraction: ): PTI + RR NPB where: PTI = Purchasers’ Total Investment; RR = the Required Reserves; and NPB = the Net Portfolio Pool Balance; in each case as of that date; provided that the Asset Interest will remain constant at 100% of the Net Portfolio Pool Balance at all times on and after the Purchase Termination Date until the Final Payout Date. Administrative Agent’s right, title and interest in, in and to such percentage ownership interest in all such Pool Receivables and under all such assetsRelated Assets (including all Collections and other proceeds with respect to the foregoing), for the benefit of the Purchasers, is herein called the “Asset Interest”.