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

Sale of the Second-Tier Assets. (a) Effective as of the 2011-A Closing Date and immediately after the transaction pursuant to the First-Tier Sale Agreement, and immediately before the transactions contemplated by the Trust Agreement and the Indenture, the Depositor sells and assigns to the Issuer, without recourse, the Second-Tier Assets. (b) In consideration for the Second-Tier Assets, the Issuer will pay to the Depositor, without recourse, all right, title and interest of the Issuer, whether now owned or hereafter acquired, in, to and under the Notes and the rights to distributions under Section 8.2 of the Indenture, as payment for the 2011-A Exchange Note. The Second-Tier Assets will become the property and rights of the Issuer. (c) The sale, transfer, assignment and conveyance of the Second-Tier Assets pursuant to this Agreement is without recourse, and the Depositor does not guarantee collection of the Second-Tier Assets or any underlying asset included in the 2011-A Reference Pool.

Sale of the Second-Tier Assets. (a) Effective as of the 2011-A B Closing Date and immediately after the transaction pursuant to the First-Tier Sale Agreement, and immediately before the transactions contemplated by the Trust Agreement and the Indenture, the Depositor sells and assigns to the Issuer, without recourse, the Second-Tier Assets. (b) In consideration for the Second-Tier Assets, the Issuer will pay to the Depositor, without recourse, all right, title and interest of the Issuer, whether now owned or hereafter acquired, in, to and under the Notes and the rights to distributions under Section 8.2 of the Indenture, as payment for the 2011-A B Exchange Note. The Second-Tier Assets will become the property and rights of the Issuer. (c) The sale, transfer, assignment and conveyance of the Second-Tier Assets pursuant to this Agreement is without recourse, and the Depositor does not guarantee collection of the Second-Tier Assets or any underlying asset included in the 2011-A B Reference Pool.

Sale of the Second-Tier Assets. (a) Effective as of the 2011-A 20_-_ Closing Date and immediately after the transaction pursuant to the First-Tier Sale Agreement, and immediately before the transactions contemplated by the Trust Agreement and the Indenture, the Depositor sells and assigns to the Issuer, without recourse, the Second-Tier Assets. (b) In consideration for the Second-Tier Assets, the Issuer will pay to the Depositor, without recourse, all right, title and interest of the Issuer, whether now owned or hereafter acquired, in, to and under the Notes and the rights to distributions under Section 8.2 of the Indenture, as payment for the 2011-A 20_-_ Exchange Note. The Second-Tier Assets will become the property and rights of the Issuer. (c) The sale, transfer, assignment and conveyance of the Second-Tier Assets pursuant to this Agreement is without recourse, and the Depositor does not guarantee collection of the Second-Tier Assets or any underlying asset included in the 2011-A 20_-_ Reference Pool.