Common use of Sale of the First-Tier Assets Clause in Contracts

Sale of the First-Tier Assets. (a) Effective as of the 2014-B Closing Date and immediately before the transaction under the Second-Tier Sale Agreement and the transactions contemplated by the Trust Agreement and the Indenture, the Seller sells and assigns to the Depositor, without recourse, the First-Tier Assets. (b) In consideration for the First-Tier Assets, the Depositor will pay to the Seller $1,417,665,638.37 in cash by federal wire transfer (same day) funds on the 2014-B Closing Date. The Depositor and the Seller each represents and warrants to the other that the amount of cash paid by the Depositor, together with the increase in the value in the Seller’s capital in the Depositor, is equal to the fair market value of the 2014-B Exchange Note. The First Tier Assets will become the property and rights of the Depositor.

Sale of the First-Tier Assets. (a) Effective as of the 20142015-B Closing Date and immediately before the transaction under the Second-Tier Sale Agreement and the transactions contemplated by the Trust Agreement and the Indenture, the Seller sells and assigns to the Depositor, without recourse, the First-Tier Assets. (b) In consideration for the First-Tier Assets, the Depositor will pay to the Seller $1,417,665,638.37 945,020,017.23 in cash by federal wire transfer (same day) funds on the 20142015-B Closing Date. The Depositor and the Seller each represents and warrants to the other that the amount of cash paid by the Depositor, together with the increase in the value in the Seller’s capital in the Depositor, is equal to the fair market value of the 20142015-B Exchange Note. The First Tier Assets will become the property and rights of the Depositor.

Sale of the First-Tier Assets. (a) Effective as of the 20142015-B A Closing Date and immediately before the transaction under the Second-Tier Sale Agreement and the transactions contemplated by the Trust Agreement and the Indenture, the Seller sells and assigns to the Depositor, without recourse, the First-Tier Assets. (b) In consideration for the First-Tier Assets, the Depositor will pay to the Seller $1,417,665,638.37 894,555,541.04 in cash by federal wire transfer (same day) funds on the 20142015-B A Closing Date. The Depositor and the Seller each represents and warrants to the other that the amount of cash paid by the Depositor, together with the increase in the value in the Seller’s capital in the Depositor, is equal to the fair market value of the 20142015-B A Exchange Note. The First Tier Assets will become the property and rights of the Depositor.