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

Sale of the First-Tier Assets. (a) Effective as of the 2011-A Closing Date and immediately before the transaction pursuant to 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 an amount equal to the net proceeds of the sale of the Class A Notes in cash by federal wire transfer on the 2011-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 2011-A Exchange Note. The First Tier Assets will become the property and rights of the Depositor. (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 underlying asset included in the 2011-A Reference Pool.

Sale of the First-Tier Assets. (a) Effective as of the 2011-A B Closing Date and immediately before the transaction pursuant to 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 an amount equal to the net proceeds of the sale of the Class A Notes in cash by federal wire transfer on the 2011-A 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 2011-A B Exchange Note. The First Tier Assets will become the property and rights of the Depositor. (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 underlying asset included in the 2011-A B Reference Pool.

Sale of the First-Tier Assets. (a) Effective as of the 2011-A 20_-_ Closing Date and immediately before the transaction pursuant to 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 an amount equal to the net proceeds of the sale of the Class A Notes in cash by federal wire transfer on the 2011-A 20_-_ 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 2011-A 20_-_ Exchange Note. The First Tier Assets will become the property and rights of the Depositor. (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 underlying asset included in the 2011-A 20_-_ Reference Pool.