Sale of Asset Interest. In consideration of the payment by the Administrative Agent (on behalf of the Funding Agents on behalf of the Conduit Investors and/or the Alternate Investors) of the amount of the initial Net Investment on the Closing Date and the Administrative Agent’s agreement (on behalf of the Funding Agents on behalf of the Conduit Investors or the Alternate Investors) to make payments to the SPV from time to time in accordance with Section 2.2, effective upon the SPV’s receipt of payment for such initial Net Investment on the Closing Date, the SPV hereby sells, conveys, transfers and assigns to the Administrative Agent, on behalf of the Funding Agents on behalf of the Conduit Investors or the Alternate Investors, as applicable, all of the SPV’s right, title and interest in, to and under (i) all Receivables existing on the Closing Date or thereafter arising or acquired by the SPV from time to time prior to the Final Payout Date and (ii) all other Affected Assets, whether existing on the Closing Date or thereafter arising at any time. The Alternate Investors’ several obligations to make purchases from the SPV hereunder shall terminate on the Termination Date.
Sale of Asset Interest. In consideration of the payment by each Managing Agent (on behalf of the applicable Investors in the related Investor Group as determined pursuant to Section 2.3 of the Existing Agreement and of this Agreement) of the amount of the applicable Investor Group Percentage of the initial Investment on the Existing Agreement Closing Date and each Managing Agent’s agreement (on behalf of the applicable Investors as determined below) to make payments to the SPV from time to time in accordance with Sections 2.2 and 2.3 of the Existing Agreement and of this Agreement, effective upon the SPV’s (or its designee’s) receipt of payment for such Investment on the Existing Agreement Closing Date, the SPV sold, conveyed, transferred and assigned, and as of the Closing Date, hereby sells, conveys, transfers and assigns, to the Agent, on behalf of the Investors, (i) all Receivables existing on the Existing Agreement Closing Date or thereafter arising or acquired by the SPV from time to time prior to the date hereof under the Existing First Tier Agreement and under the First Tier Agreement, and (ii) all other Affected Assets, whether existing on the Existing Agreement Closing Date or thereafter arising at any time and acquired by the SPV under the Existing First Tier Agreement and under the First Tier Agreement.
Sale of Asset Interest. In consideration of the payment by the Agent (on behalf of the Conduit Investors or the related Alternate Investors as determined pursuant to Section 2.3) of the amount of the initial Net Investment on the Closing Date and the Agent’s agreement (on behalf of the Conduit Investors or the related Alternate Investors as determined below) to make payments to the SPV from time to time in accordance with Section 2.2, effective upon the SPV’s receipt of payment for such initial Net Investment on the Closing Date, the SPV hereby sells, conveys, transfers and assigns to the Agent, on behalf of the Investors, as their interests may from time to time appear, (i) all Receivables existing on the Closing Date or thereafter arising or acquired by the SPV from time to time prior to the Final Payout Date, and (ii) all other Affected Assets, whether existing on the Closing Date or thereafter arising at any time.
Sale of Asset Interest. In consideration of the payment by each Managing Agent (on behalf of the applicable Investors in the related Investor Group as determined pursuant to Section 2.3) of the amount of the applicable Investor Group Percentage of the Net Investment on the date of the initial Investment hereunder and each Managing Agent’s agreement (on behalf of the applicable Investors as determined below) to make payments to the SPV from time to time in accordance with Section 2.2, effective upon the SPV’s receipt of payment for such Net Investment on the date of the initial Investment hereunder, the SPV hereby sells, conveys, transfers and assigns to the Agent, on behalf of the Investors, (i) all Receivables existing on the date of the initial Investment hereunder or thereafter arising or acquired by the SPV from time to time prior to the Final Payout Date under the First Tier Agreement, and (ii) all other Affected Assets, whether existing on the date of the initial Investment hereunder or thereafter arising at any time and acquired by the SPV under the First Tier Agreement. For the avoidance of doubt, it is understood and agreed that the Receivables transferred hereunder shall not include the “Retained Receivables” as defined in the First Tier Agreement.
Sale of Asset Interest. In consideration of the payment by each Group Agent (on behalf of the applicable Investors) of the applicable Investor Group Percentage of the amount of the initial Net Investment on the Closing Date and each Group Agent’s agreement (on behalf of the applicable Investors) to make payments to the Seller from time to time in accordance with Section 2.2, effective upon the Seller’s receipt of payment for such initial Net Investment on the Closing Date, the Seller hereby conveys, transfers and assigns to the Agent, on behalf of the Secured Parties, an undivided fractional ownership interest in (i) all Receivables existing on the Closing Date or thereafter arising or acquired by the Seller from time to time prior to the Final Payout Date, and (ii) all other Affected Assets, whether existing on the Closing Date or thereafter arising at any time.
Sale of Asset Interest. In consideration of the payment by the Administrative Agent (on behalf of either the Conduit Purchaser or the Alternate Purchasers as determined pursuant to Section 2.3) of the amount of the Investment on the Closing Date and the Administrative Agent’s agreement (on behalf of either the Conduit Purchaser or the Alternate Purchasers as determined below) to make the payment to the Seller in accordance with Section 2.2, effective upon the Seller’s receipt of payment for the Investment on the Closing Date, the Seller hereby sells, conveys, transfers and assigns to the Administrative Agent, on behalf of the Secured Parties, all of the Seller’s right, title and interest in, to and under (i) all Receivables existing on the Cut-off Date and listed on the Schedule of Receivables (as such schedule may be amended, amended and restated, modified or supplemented from time to time in accordance with the terms of this Agreement), and (ii) all other Affected Assets, whether existing on the Cut-off Date or thereafter arising at any time.
Sale of Asset Interest. In consideration of the payment by the Administrative Agent (on behalf of the Funding Agents on behalf of the Conduit Investors and/or the Alternate Investors) of the amount of the initial Net Investment on the Closing Date and the Administrative Agent’s agreement (on behalf of the Funding Agents on behalf of the Conduit Investors or the Alternate Investors) to make payments to the SPV from time to time in accordance with Section 2.2, effective upon the SPV’s receipt of payment for such initial Net Investment on the Closing Date, the SPV hereby sells, conveys, transfers and assigns to the Administrative Agent, on behalf of the Funding Agents on behalf of the Conduit Investors or the Alternate Investors, as applicable, all of the SPV’s right, title and interest in, to and under (i) all Receivables existing on the Closing Date or thereafter arising or acquired by the SPV from time to time prior to the Final Payout Date and (ii) all other Affected Assets, whether existing on the Closing Date or thereafter arising at any time. The Alternate Investors’ several obligations to make purchases from the SPV hereunder shall terminate on the Termination Date. For purposes of the laws of the Province of Quebec, all of the Receivables and Affected Assets conveyed by Arrow to SPV under Section 2.1(a) of the First Tier Agreement and then conveyed by SPV to the Administrative Agent, on behalf of the Funding Agents (on behalf of the Conduit Investors or the Alternate Investors, as applicable), under this Section 2.1(a) include the universality of all present and future claims comprising all present and future Quebec Receivables and all Quebec Related Security with respect thereto and all proceeds of the foregoing, in each case, whether now existing or hereafter arising or acquired (collectively, the “Quebec Assets”).
Sale of Asset Interest. In consideration of the payment by the Agent (on behalf of either the Conduit Investor or the Alternate Investors as determined pursuant to Section 2.3) of the amount of the initial Net Investment on the Closing Date and the Agent’s agreement (on behalf of the Conduit Investor or the Alternate Investors as determined below) to make payments to the Originator from time to time in accordance with Section 2.2 and the commitment of the Letter of Credit Bank to issue Letters of Credit in accordance with the terms hereof, effective upon the Originator’s receipt of payment for such initial Net Investment on the Closing Date, the Originator hereby sells, conveys, transfers and assigns to the Agent, on behalf of the Conduit Investor, the Alternate Investors or the Letter of Credit Bank, as applicable, (i) all Receivables existing on the Closing Date or thereafter arising from time to time prior to the Final Payout Date and (ii) all other Affected Assets, whether existing on the Closing Date or thereafter arising at any time.
Sale of Asset Interest. In consideration of the payment by the Class Agents (on behalf of the related Conduit Investor or the related Alternate Investors as determined pursuant to Section 2.3) of the amount of the initial Class Net Investments on the Closing Date and the Class Agents’ several (and not joint) agreements (on behalf of the related Conduit Investor or the related Alternate Investors as determined below) to make payments to the SPV from time to time in accordance with Section 2.2, effective upon the SPV’s receipt of payment for such initial Class Net Investments on the Closing Date, the SPV hereby sells, conveys, transfers and assigns to the Agent, on behalf of the Conduit Investors or the related Alternate Investors, as applicable,
