Common use of Closing; Further Assignments Clause in Contracts

Closing; Further Assignments. (a) The sale, transfer, assignment and conveyance of the First-Tier Assets will take place on the 20[__]-[_] Closing Date concurrently with the closings under the Second-Tier Sale Agreement and the Indenture. (b) The Seller acknowledges that, pursuant to the (i) Second-Tier Sale Agreement, the Purchaser will sell, transfer, assign and convey the First-Tier Assets to the Issuer and assign its rights under this Agreement to the Issuer and (ii) the Indenture, the Issuer will assign and pledge the First-Tier Assets and certain other property and rights to the Indenture Trustee for the benefit of the 20[__]-[_] Secured Parties. The Seller consents to such sale, transfer, assignments, pledge and conveyance. (c) The sale, transfer, assignment and conveyance of the First-Tier Assets pursuant to this Agreement is without recourse, and the Seller does not guarantee payment on the First-Tier Assets or collection of any Collateral Asset included in the 20[__]-[_] Reference Pool.

Closing; Further Assignments. (a) The sale, transfer, assignment and conveyance of the First-Tier Assets will take place on the 20[__]-[_] 2016-A Closing Date concurrently with the closings under the Second-Tier Sale Agreement and the Indenture. (b) The Seller acknowledges that, pursuant to the (i) Second-Tier Sale Agreement, the Purchaser will sell, transfer, assign and convey the First-Tier Assets to the Issuer and assign its rights under this Agreement to the Issuer and (ii) the Indenture, the Issuer will assign and pledge the First-Tier Assets and certain other property and rights to the Indenture Trustee for the benefit of the 20[__]-[_] 2016-A Secured Parties. The Seller consents to such sale, transfer, assignments, pledge and conveyance. (c) The sale, transfer, assignment and conveyance of the First-Tier Assets pursuant to this Agreement is without recourse, and the Seller does not guarantee payment on the First-Tier Assets or collection of any Collateral Asset included in the 20[__]-[_] 2016-A Reference Pool.

Closing; Further Assignments. (a) The sale, transfer, assignment and conveyance of the First-Tier Assets will take place on the 20[__]-[_] 2018-A Closing Date concurrently with the closings under the Second-Tier Sale Agreement and the Indenture. (b) The Seller acknowledges that, pursuant to the (i) Second-Tier Sale Agreement, the Purchaser will sell, transfer, assign and convey the First-Tier Assets to the Issuer and assign its rights under this Agreement to the Issuer and (ii) the Indenture, the Issuer will assign and pledge the First-Tier Assets and certain other property and rights to the Indenture Trustee for the benefit of the 20[__]-[_] 2018-A Secured Parties. The Seller consents to such sale, transfer, assignments, pledge and conveyance. (c) The sale, transfer, assignment and conveyance of the First-Tier Assets pursuant to this Agreement is without recourse, and the Seller does not guarantee payment on the First-Tier Assets or collection of any Collateral Asset included in the 20[__]-[_] 2018-A Reference Pool.

Closing; Further Assignments. (a) The sale, transfer, assignment and conveyance of the First-Tier Assets will take place on the 20[__]-[_] 2012-A Closing Date concurrently with the closings under the Second-Tier Sale Agreement and the Indenture. (b) The Seller acknowledges that, pursuant to the (i) Second-Tier Sale Agreement, the Purchaser will sell, transfer, assign and convey the First-Tier Assets to the Issuer and assign its rights under this Agreement to the Issuer and (ii) the Indenture, the Issuer will assign and pledge the First-Tier Assets and certain other property and rights to the Indenture Trustee for the benefit of the 20[__]-[_] 2012-A Secured Parties. The Seller consents to such sale, transfer, assignments, pledge and conveyance. (c) The sale, transfer, assignment and conveyance of the First-Tier Assets pursuant to this Agreement is without recourse, and the Seller does not guarantee payment on the First-Tier Assets or collection of any Collateral Asset included in the 20[__]-[_] 2012-A Reference Pool.

Closing; Further Assignments. (a) The sale, transfer, assignment and conveyance of the First-Tier Assets will take place on the 20[__]-[_] 2016-B Closing Date concurrently with the closings under the Second-Tier Sale Agreement and the Indenture. (b) The Seller acknowledges that, pursuant to the (i) Second-Tier Sale Agreement, the Purchaser will sell, transfer, assign and convey the First-Tier Assets to the Issuer and assign its rights under this Agreement to the Issuer and (ii) the Indenture, the Issuer will assign and pledge the First-Tier Assets and certain other property and rights to the Indenture Trustee for the benefit of the 20[__]-[_] 2016-B Secured Parties. The Seller consents to such sale, transfer, assignments, pledge and conveyance. (c) The sale, transfer, assignment and conveyance of the First-Tier Assets pursuant to this Agreement is without recourse, and the Seller does not guarantee payment on the First-Tier Assets or collection of any Collateral Asset included in the 20[__]-[_] 2016-B Reference Pool.

Closing; Further Assignments. (a) The sale, transfer, assignment and conveyance of the First-Tier Assets will take place on the 20[__]-[_] 2017-A Closing Date concurrently with the closings under the Second-Tier Sale Agreement and the Indenture. (b) The Seller acknowledges that, pursuant to the (i) Second-Tier Sale Agreement, the Purchaser will sell, transfer, assign and convey the First-Tier Assets to the Issuer and assign its rights under this Agreement to the Issuer and (ii) the Indenture, the Issuer will assign and pledge the First-Tier Assets and certain other property and rights to the Indenture Trustee for the benefit of the 20[__]-[_] 2017-A Secured Parties. The Seller consents to such sale, transfer, assignments, pledge and conveyance. (c) The sale, transfer, assignment and conveyance of the First-Tier Assets pursuant to this Agreement is without recourse, and the Seller does not guarantee payment on the First-Tier Assets or collection of any Collateral Asset included in the 20[__]-[_] 2017-A Reference Pool.

Closing; Further Assignments. (a) The sale, transfer, assignment and conveyance of the First-Tier Assets will take place on the 20[__]-[__] Closing Date concurrently with the closings under the Second-Tier Sale Agreement and the Indenture. (b) The Seller acknowledges that, pursuant to the (i) Second-Tier Sale Agreement, the Purchaser will sell, transfer, assign and convey the First-Tier Assets to the Issuer and assign its rights under this Agreement to the Issuer and (ii) the Indenture, the Issuer will assign and pledge the First-Tier Assets and certain other property and rights to the Indenture Trustee for the benefit of the 20[__]-[__] Secured Parties. The Seller consents to such sale, transfer, assignments, pledge and conveyance. (c) The sale, transfer, assignment and conveyance of the First-Tier Assets pursuant to this Agreement is without recourse, and the Seller does not guarantee payment on the First-Tier Assets or collection of any Collateral Asset included in the 20[__]-[__] Reference Pool.

Closing; Further Assignments. (a) The sale, transfer, assignment and conveyance of the First-Tier Assets will take place on the 20[__]-[_] 2018-B Closing Date concurrently with the closings under the Second-Tier Sale Agreement and the Indenture. (b) The Seller acknowledges that, pursuant to the (i) Second-Tier Sale Agreement, the Purchaser will sell, transfer, assign and convey the First-Tier Assets to the Issuer and assign its rights under this Agreement to the Issuer and (ii) the Indenture, the Issuer will assign and pledge the First-Tier Assets and certain other property and rights to the Indenture Trustee for the benefit of the 20[__]-[_] 2018-B Secured Parties. The Seller consents to such sale, transfer, assignments, pledge and conveyance. (c) The sale, transfer, assignment and conveyance of the First-Tier Assets pursuant to this Agreement is without recourse, and the Seller does not guarantee payment on the First-Tier Assets or collection of any Collateral Asset included in the 20[__]-[_] 2018-B Reference Pool.

Closing; Further Assignments. (a) The sale, transfer, assignment and conveyance of the First-Tier Assets will take place on the 20[__]-[_] 2019-B Closing Date concurrently with the closings under the Second-Tier Sale Agreement and the Indenture. (b) The Seller acknowledges that, pursuant to the (i) Second-Tier Sale Agreement, the Purchaser will sell, transfer, assign and convey the First-Tier Assets to the Issuer and assign its rights under this Agreement to the Issuer and (ii) the Indenture, the Issuer will assign and pledge the First-Tier Assets and certain other property and rights to the Indenture Trustee for the benefit of the 20[__]-[_] 2019-B Secured Parties. The Seller consents to such sale, transfer, assignments, pledge and conveyance. (c) The sale, transfer, assignment and conveyance of the First-Tier Assets pursuant to this Agreement is without recourse, and the Seller does not guarantee payment on the First-Tier Assets or collection of any Collateral Asset included in the 20[__]-[_] 2019-B Reference Pool.

Closing; Further Assignments. (a) The sale, transfer, assignment and conveyance of the First-Tier Assets will take place on the 20[__]-[_] 2019-A Closing Date concurrently with the closings under the Second-Tier Sale Agreement and the Indenture. (b) The Seller acknowledges that, pursuant to the (i) Second-Tier Sale Agreement, the Purchaser will sell, transfer, assign and convey the First-Tier Assets to the Issuer and assign its rights under this Agreement to the Issuer and (ii) the Indenture, the Issuer will assign and pledge the First-Tier Assets and certain other property and rights to the Indenture Trustee for the benefit of the 20[__]-[_] 2019-A Secured Parties. The Seller consents to such sale, transfer, assignments, pledge and conveyance. (c) The sale, transfer, assignment and conveyance of the First-Tier Assets pursuant to this Agreement is without recourse, and the Seller does not guarantee payment on the First-Tier Assets or collection of any Collateral Asset included in the 20[__]-[_] 2019-A Reference Pool.

Closing; Further Assignments. (a) The sale, transfer, assignment and conveyance of the First-Tier Assets will take place on the 20[__]-[_] 2014-A Closing Date concurrently with the closings under the Second-Tier Sale Agreement and the Indenture. (b) The Seller acknowledges that, pursuant to the (i) Second-Tier Sale Agreement, the Purchaser will sell, transfer, assign and convey the First-Tier Assets to the Issuer and assign its rights under this Agreement to the Issuer and (ii) the Indenture, the Issuer will assign and pledge the First-Tier Assets and certain other property and rights to the Indenture Trustee for the benefit of the 20[__]-[_] 2014-A Secured Parties. The Seller consents to such sale, transfer, assignments, pledge and conveyance. (c) The sale, transfer, assignment and conveyance of the First-Tier Assets pursuant to this Agreement is without recourse, and the Seller does not guarantee payment on the First-Tier Assets or collection of any Collateral Asset included in the 20[__]-[_] 2014-A Reference Pool.

Closing; Further Assignments. (a) The sale, transfer, assignment and conveyance of the First-Tier Assets will take place on the 20[__]-[_] 2015-A Closing Date concurrently with the closings under the Second-Tier Sale Agreement and the Indenture. (b) The Seller acknowledges that, pursuant to the (i) Second-Tier Sale Agreement, the Purchaser will sell, transfer, assign and convey the First-Tier Assets to the Issuer and assign its rights under this Agreement to the Issuer and (ii) the Indenture, the Issuer will assign and pledge the First-Tier Assets and certain other property and rights to the Indenture Trustee for the benefit of the 20[__]-[_] 2015-A Secured Parties. The Seller consents to such sale, transfer, assignments, pledge and conveyance. (c) The sale, transfer, assignment and conveyance of the First-Tier Assets pursuant to this Agreement is without recourse, and the Seller does not guarantee payment on the First-Tier Assets or collection of any Collateral Asset included in the 20[__]-[_] 2015-A Reference Pool.

Closing; Further Assignments. (a) The sale, transfer, assignment and conveyance of the First-Tier Assets will take place on the 20[__]-[_] 2015-B Closing Date concurrently with the closings under the Second-Tier Sale Agreement and the Indenture. (b) The Seller acknowledges that, pursuant to the (i) Second-Tier Sale Agreement, the Purchaser will sell, transfer, assign and convey the First-Tier Assets to the Issuer and assign its rights under this Agreement to the Issuer and (ii) the Indenture, the Issuer will assign and pledge the First-Tier Assets and certain other property and rights to the Indenture Trustee for the benefit of the 20[__]-[_] 2015-B Secured Parties. The Seller consents to such sale, transfer, assignments, pledge and conveyance. (c) The sale, transfer, assignment and conveyance of the First-Tier Assets pursuant to this Agreement is without recourse, and the Seller does not guarantee payment on the First-Tier Assets or collection of any Collateral Asset included in the 20[__]-[_] 2015-B Reference Pool.

Closing; Further Assignments. (a) The sale, transfer, assignment and conveyance of the First-Tier Assets will take place on the 20[__]-[_] 2013-B Closing Date concurrently with the closings under the Second-Tier Sale Agreement and the Indenture. (b) The Seller acknowledges that, pursuant to the (i) Second-Tier Sale Agreement, the Purchaser will sell, transfer, assign and convey the First-Tier Assets to the Issuer and assign its rights under this Agreement to the Issuer and (ii) the Indenture, the Issuer will assign and pledge the First-Tier Assets and certain other property and rights to the Indenture Trustee for the benefit of the 20[__]-[_] 2013-B Secured Parties. The Seller consents to such sale, transfer, assignments, pledge and conveyance. (c) The sale, transfer, assignment and conveyance of the First-Tier Assets pursuant to this Agreement is without recourse, and the Seller does not guarantee payment on the First-Tier Assets or collection of any Collateral Asset included in the 20[__]-[_] 2013-B Reference Pool.

Closing; Further Assignments. (a) The sale, transfer, assignment and conveyance of the First-Tier Assets will take place on the 20[__]-[_] 2013-A Closing Date concurrently with the closings under the Second-Tier Sale Agreement and the Indenture. (b) The Seller acknowledges that, pursuant to the (i) Second-Tier Sale Agreement, the Purchaser will sell, transfer, assign and convey the First-Tier Assets to the Issuer and assign its rights under this Agreement to the Issuer and (ii) the Indenture, the Issuer will assign and pledge the First-Tier Assets and certain other property and rights to the Indenture Trustee for the benefit of the 20[__]-[_] 2013-A Secured Parties. The Seller consents to such sale, transfer, assignments, pledge and conveyance. (c) The sale, transfer, assignment and conveyance of the First-Tier Assets pursuant to this Agreement is without recourse, and the Seller does not guarantee payment on the First-Tier Assets or collection of any Collateral Asset included in the 20[__]-[_] 2013-A Reference Pool.