Common use of Sale and Assignment of Asset Interest Clause in Contracts

Sale and 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 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, all of its right, title and interest in, to and under all Pool Assets and Related Assets and all proceeds of any of the foregoing, whether currently owned or existing or thereafter arising, acquired or originated, or in which Seller now or hereafter has any rights, and wherever so located (the assets so assigned to include not only the Pool Assets and Related Assets existing as of the date of such Purchase but also all future Pool Assets and the Related Assets acquired by Seller from time to time as provided in Section 1.3). Administrative Agent’s (on behalf of the Purchasers) right, title and interest in, to and under all such assets is herein called the “Asset Interest”. On any date the Asset Interest will represent Purchasers’ ownership interest in all then outstanding Pool 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: TI + RR NPB where: TI = Total Investment; RR = the Required Reserves; and NPB = the Net Pool Balance; in each case as of that date; provided, that the Asset Interest will remain constant at 100% of the Net 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 and to such assets, for the benefit of the Purchasers, is herein called the “Asset Interest”.

Sale and 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 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, all of its right, title and interest in, to and under all Pool Assets and Related Assets and all proceeds of any of the foregoing, whether currently owned or existing or thereafter arising, acquired or originated, or in which Seller now or hereafter has any rights, and wherever so located (the assets so assigned to include not only the Pool Assets and Related Assets existing as of the date of such Purchase but also all future Pool Assets and the Related Assets acquired by Seller from time to time as provided in Section 1.3). Administrative Agent’s (on behalf of the Purchasers) right, title and interest in, to and under all such assets is herein called the “Asset Interest”. On any date the Asset Interest will represent Purchasers’ ownership interest in all then outstanding Pool 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: TI + RR NPB where: TI = Total Investment; RR = the Required Reserves; and NPB = the Net Pool Balance; 755931971 16509877 in each case as of that date; provided, that the Asset Interest will remain constant at 100% of the Net Pool Balance at all times on and after (x) the Specified Purchase Termination Date until the Specified Final Payout Date and (y) the Purchase Termination Date until the Final Payout Date. Administrative Agent’s right, title and interest in and to such assets, for the benefit of the Purchasers, is herein called the “Asset Interest”.

Sale and 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 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, all of its right, title and interest in, to and under all Pool Assets and Related Assets and all proceeds of any of the foregoing, whether currently owned or existing or thereafter arising, acquired or originated, or in which Seller now or hereafter has any rights, and wherever so located (the assets so assigned to include not only the Pool Assets and Related Assets existing as of the date of such Purchase but also all future Pool Assets and the Related Assets acquired by Seller from time to time as provided in Section 1.3). Administrative Agent’s (on behalf of the Purchasers) right, title and interest in, to and under all such assets is herein called the “Asset Interest”. On any date the Asset Interest will represent Purchasers’ ownership interest in all then outstanding Pool 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: TI + RR NPB where: TI = Total Investment; RR = the Required Reserves; and NPB = the Net Pool Balance; in each case as of that date; provided, that the Asset Interest will remain constant at 100% of the Net 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 and to such assets, for the benefit of the Purchasers, is herein called the “Asset Interest”.