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 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 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 2014-A Reference Pool. Section 2.03.