Common use of Representations and Warranties as to Security Interests Clause in Contracts

Representations and Warranties as to Security Interests. The Depositor makes the following representations and warranties as to the Receivables on which the Issuer shall be deemed to have relied in accepting the Receivables. The representations and warranties speak as of the date of execution and delivery of this Agreement and as of the Closing Date, except to the extent otherwise provided, but shall survive the sale, transfer, assignment and conveyance of the Receivables to the Issuer pursuant to this Agreement and the pledge of the Receivables to the Indenture Trustee pursuant to the Indenture. (a) This Agreement creates a valid and continuing “security interest” (as defined in the applicable UCC) in the Receivables in favor of the Issuer, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Depositor. (b) The Depositor has taken all steps necessary to perfect its security interest against the Obligor in the Financed Vehicles. (c) The Receivables constitute “tangible chattel paper” within the meaning of the applicable UCC. (d) The Depositor owns and has good and marketable title to the Receivables free and clear of any Lien, claim or encumbrance of any Person. (e) All original executed copies of each loan agreement and installment sales contract that constitute or evidence the Receivables have been delivered to the Servicer, as custodian for the Issuer. (f) The Depositor has received a written acknowledgment from the Servicer that the Servicer is holding the loan agreements and installment sales contracts that constitute or evidence the Receivables solely on behalf and for the benefit of the Issuer. (g) Other than the security interest granted to the Issuer pursuant to this Agreement and the Indenture, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Depositor has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Issuer hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor. (h) None of the loan agreements or installment sales contracts that constitute or evidence the Receivables has any marks or notations indicating that it has been pledged, assigned, or otherwise conveyed to any Person other than the Issuer. Notwithstanding the foregoing, the representations and warranties set forth in this Section may not be waived. The representations and warranties set forth in this Section will survive the termination of this Agreement until the Indenture has been discharged.

Representations and Warranties as to Security Interests. The Depositor makes the following representations and warranties as to the Receivables on which the Issuer shall be deemed to have relied in accepting the Receivables. The representations and warranties speak as of the date of execution and delivery of this Agreement and as of the Closing Date, except to the extent otherwise provided, but shall survive the sale, transfer, assignment and conveyance of the Receivables to the Issuer pursuant to this Agreement and the pledge of the Receivables to the Indenture Trustee pursuant to the Indenture. (a) This Agreement creates a valid and continuing “security interest” (as defined in the applicable UCC) in the Receivables in favor of the Issuer, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Depositor. (b) The Depositor has taken all steps necessary to perfect its security interest against the Obligor in the Financed Vehicles. (c) The Receivables constitute “tangible chattel paper” or “electronic chattel paper” within the meaning of the applicable UCC. (d) The Depositor owns and has good and marketable title to the Receivables free and clear of any Lien, claim or encumbrance of any Person. (e) All original executed copies of each loan agreement and installment sales contract that constitute or evidence the of those Receivables that are “tangible chattel paper” have been delivered to the Servicer, as custodian for the Issuer. (f) The Depositor has not communicated an authoritative copy of any Receivable that constitutes “electronic chattel paper” to any Person other than the Servicer, as custodian for the Issuer. (g) The Depositor has received a written acknowledgment from the Servicer that the Servicer is holding the loan agreements and installment sales contracts that constitute or evidence the Receivables solely on behalf and for the benefit of the Issuer. (gh) Other than the security interest granted to the Issuer pursuant to this Agreement and the Indenture, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Depositor has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Issuer hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor. (hi) None of the loan agreements or installment sales contracts that constitute or evidence the Receivables has any marks or notations indicating that it has been pledged, assigned, or otherwise conveyed to any Person other than the Issuer. Notwithstanding the foregoing, the representations and warranties set forth in this Section may not be waived. The representations and warranties set forth in this Section will survive the termination of this Agreement until the Indenture has been discharged.

Representations and Warranties as to Security Interests. The Depositor makes the following representations Seller represents and warranties as warrants to the Receivables on which the Issuer shall be deemed to have relied in accepting the Receivables. The representations and warranties speak as of the date of execution and delivery of this Agreement and Purchaser as of the Closing Date, except to the extent otherwise provided, but shall survive the sale, transfer, assignment and conveyance of the Receivables to the Issuer pursuant to this Agreement and the pledge of the Receivables to the Indenture Trustee pursuant to the Indenture.: (a) This Agreement creates a valid and continuing “security interest” interest (as defined in the applicable UCC) in the Receivables in favor of the IssuerPurchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the DepositorSeller. (b) The Depositor Seller has taken all steps necessary to perfect its security interest against the Obligor in the Financed Vehicles. (c) The Receivables constitute “tangible chattel paper” within the meaning of the applicable UCC. (d) The Depositor Seller owns and has good and marketable title to the Receivables free and clear of any Lien, claim or encumbrance of any Person. (e) All original executed copies of each loan agreement and or installment sales contract that constitute or evidence the Receivables have been delivered to the Servicer, as custodian for the Issuer. (f) The Depositor Seller has received a written acknowledgment from the Servicer Servicer, if MBFS USA is not the Servicer, that the Servicer is holding the loan agreements and or installment sales contracts that constitute or evidence the Receivables solely on behalf and for the benefit of the Issuer. (g) Other than the security interest granted to the Issuer Purchaser pursuant to this Agreement and the IndentureAgreement, the Depositor Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Depositor Seller has not authorized the filing of and is not aware of any financing statements against the Issuer Seller that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Issuer Purchaser hereunder or that has been terminated. The Depositor Seller is not aware of any judgment or tax lien filings against the DepositorSeller. (h) None of the loan agreements or installment sales contracts that constitute or evidence the Receivables has any marks or notations indicating that it has been pledged, assigned, or otherwise conveyed to any Person other than the IssuerPurchaser. Notwithstanding the foregoing, the representations and warranties set forth in this Section may not be waived. The representations and warranties set forth in this Section will survive the termination of this Agreement until the Indenture has been discharged.

Representations and Warranties as to Security Interests. The Depositor makes the following representations and warranties as to the Receivables on which the Issuer shall be deemed to have relied in accepting the Receivables. The representations and warranties speak as of the date of execution and delivery of this Agreement and as of the Closing Date, except to the extent otherwise provided, but shall survive the sale, transfer, assignment and conveyance of the Receivables to the Issuer pursuant to this Agreement and the pledge of the Receivables to the Indenture Trustee pursuant to the Indenture. (a) This Agreement creates a valid and continuing “security interest” (as defined in the applicable UCC) in the Receivables in favor of the Issuer, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Depositor. (b) The Depositor has taken all steps necessary to perfect its security interest against the Obligor in the Financed Vehicles. (c) The Receivables constitute “tangible chattel paper” or “electronic chattel paper” (or, if such terms are not separately defined in the applicable UCC, “chattel paper”) within the meaning of the applicable UCC. (d) The Depositor owns and has good and marketable title to the Receivables free and clear of any Lien, claim or encumbrance of any Person. (e) All original executed copies of each loan agreement and or installment sales contract that constitute or evidence the Receivables that are “tangible chattel paper” have been delivered to the Servicer, as custodian for the Issuer. (f) The Depositor has not communicated an authoritative copy of any Receivable that constitutes “electronic chattel paper” to any Person other than the Servicer, as custodian for the Issuer. (g) The Depositor has received a written acknowledgment from the Servicer that the Servicer is holding the loan agreements and installment sales contracts that constitute or evidence the Receivables solely on behalf and for the benefit of the Issuer. (gh) Other than the security interest granted to the Issuer pursuant to this Agreement and the Indenture, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Depositor has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Issuer hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor. (hi) None of the loan agreements or installment sales contracts that constitute or evidence the Receivables has any marks or notations indicating that it has been pledged, assigned, or otherwise conveyed to any Person other than the Issuer. Notwithstanding the foregoing, the representations and warranties set forth in this Section may not be waived. The representations and warranties set forth in this Section will survive the termination of this Agreement until the Indenture has been discharged.

Representations and Warranties as to Security Interests. The Depositor makes the following representations and warranties as to the Receivables on which the Issuer shall be deemed to have relied in accepting the Receivables. The representations and warranties speak as of the date of execution and delivery of this Agreement and as of the Closing Date, except to the extent otherwise provided, but shall survive the sale, transfer, assignment and conveyance of the Receivables to the Issuer pursuant to this Agreement and the pledge of the Receivables to the Indenture Trustee pursuant to the Indenture. (a) This Agreement creates a valid and continuing “security interest” (as defined in the applicable UCC) in the Receivables in favor of the Issuer, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Depositor. (b) The Depositor has taken all steps necessary to perfect its security interest against the Obligor in the Financed VehiclesEquipment. (c) The Receivables constitute “tangible chattel paper” or “electronic chattel paper” (or, if such terms are not separately defined in the applicable UCC, “chattel paper”) or, in the case of Receivables relating to Dealer Loans, “accounts”, “instruments” or “payment intangibles” within the meaning of the applicable UCC. (d) The Depositor owns and has good and marketable title to the Receivables free and clear of any Lien, claim or encumbrance of any Person. (e) All original executed copies of each loan agreement and or installment sales contract that constitute or evidence the Receivables that constitute tangible chattel paper have been delivered to the Servicer, as custodian for the Issuer. (f) The Depositor has not communicated an authoritative copy of any Receivable that constitutes “electronic chattel paper” to any Person other than the Servicer, as custodian for the Issuer. (g) The Depositor has received a written acknowledgment from the Servicer that the Servicer is holding the loan agreements and installment sales contracts that constitute or evidence the Receivables solely on behalf and for the benefit of the Issuer. (gh) Other than the security interest granted to the Issuer pursuant to this Agreement and the Indenture, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Depositor has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Issuer hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor. (hi) None of the loan agreements or installment sales contracts that constitute or evidence the Receivables has any marks or notations indicating that it has been pledged, assigned, or otherwise conveyed to any Person other than the Issuer. Notwithstanding the foregoing, the representations and warranties set forth in this Section may not be waived. The representations and warranties set forth in this Section will survive the termination of this Agreement until the Indenture has been discharged.

Representations and Warranties as to Security Interests. The Depositor makes the following representations and warranties as to the Receivables on which the Issuer shall be deemed to have relied in accepting the Receivables. The representations and warranties speak as of the date of execution and delivery of this Agreement and as of the Closing Date, except to the extent otherwise provided, but shall survive the sale, transfer, assignment and conveyance of the Receivables to the Issuer pursuant to this Agreement and the pledge of the Receivables to the Indenture Trustee pursuant to the Indenture. (a) This Agreement creates a valid and continuing “security interest” (as defined in the applicable UCC) in the Receivables in favor of the Issuer, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Depositor. (b) The Depositor has taken all steps necessary to perfect its security interest against the Obligor in the Financed VehiclesEquipment. (c) The Receivables constitute “tangible chattel paper” or, in the case of Receivables relating to Dealer Loans, “accounts”, instruments” or “payment intangibles” within the meaning of the applicable UCC. (d) The Depositor owns and has good and marketable title to the Receivables free and clear of any Lien, claim or encumbrance of any Person. (e) All original executed copies of each loan agreement and or installment sales contract that constitute or evidence the those Receivables that constitute tangible chattel paper have been delivered to the Servicer, as custodian for the Issuer. (f) The Depositor has received a written acknowledgment from the Servicer that the Servicer is holding the loan agreements and installment sales contracts that constitute or evidence the Receivables solely on behalf and for the benefit of the Issuer. (g) Other than the security interest granted to the Issuer pursuant to this Agreement and the Indenture, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Depositor has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Issuer hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor. (h) None of the loan agreements or installment sales contracts that constitute or evidence the Receivables has any marks or notations indicating that it has been pledged, assigned, or otherwise conveyed to any Person other than the Issuer. Notwithstanding the foregoing, the representations and warranties set forth in this Section may not be waived. The representations and warranties set forth in this Section will survive the termination of this Agreement until the Indenture has been discharged.

Representations and Warranties as to Security Interests. The Depositor makes the following representations and warranties as to the Receivables on which the Issuer shall be deemed to have relied in accepting the Receivables. The representations and warranties speak as of the date of execution and delivery of this Agreement and as of the Closing Date, except to the extent otherwise provided, but shall survive the sale, transfer, assignment and conveyance of the Receivables to the Issuer pursuant to this Agreement and the pledge of the Receivables to the Indenture Trustee pursuant to the Indenture. (a) This Agreement creates a valid and continuing “security interest” (as defined in the applicable UCC) in the Receivables in favor of the Issuer, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Depositor. (b) The Depositor has taken all steps necessary to perfect its security interest against the Obligor in the Financed VehiclesEquipment. (c) The Receivables constitute “tangible chattel paper” or “electronic chattel paper” or, in the case of Receivables relating to Dealer Loans, “accounts”, instruments” or “payment intangibles” within the meaning of the applicable UCC. (d) The Depositor owns and has good and marketable title to the Receivables free and clear of any Lien, claim or encumbrance of any Person. (e) All original executed copies of each loan agreement and or installment sales contract that constitute or evidence the Receivables that constitute tangible chattel paper have been delivered to the Servicer, as custodian for the Issuer. (f) The Depositor has not communicated an authoritative copy of any Receivable that constitutes “electronic chattel paper” to any Person other than the Servicer, as custodian for the Issuer. (g) The Depositor has received a written acknowledgment from the Servicer that the Servicer is holding the loan agreements and installment sales contracts that constitute or evidence the Receivables solely on behalf and for the benefit of the Issuer. (gh) Other than the security interest granted to the Issuer pursuant to this Agreement and the Indenture, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Depositor has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Issuer hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor. (hi) None of the loan agreements or installment sales contracts that constitute or evidence the Receivables has any marks or notations indicating that it has been pledged, assigned, or otherwise conveyed to any Person other than the Issuer. Notwithstanding the foregoing, the representations and warranties set forth in this Section may not be waived. The representations and warranties set forth in this Section will survive the termination of this Agreement until the Indenture has been discharged.

Representations and Warranties as to Security Interests. The Depositor makes the following representations and warranties as to the Receivables on which the Issuer shall be deemed to have relied in accepting the Receivables. The representations and warranties speak as of the date of execution and delivery of this Agreement and as of the Closing Date, except to the extent otherwise provided, but shall survive the sale, transfer, assignment and conveyance of the Receivables to the Issuer pursuant to this Agreement and the pledge of the Receivables to the Indenture Trustee pursuant to the Indenture. (a) This Agreement creates a valid and continuing “security interest” (as defined in the applicable UCC) in the Receivables in favor of the Issuer, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Depositor. (b) The Depositor has taken all steps necessary to perfect its security interest against the Obligor in the Financed Vehicles. (c) The Receivables constitute “tangible chattel paper” or “electronic chattel paper” within the meaning of the applicable UCC. (d) The Depositor owns and has good and marketable title to the Receivables free and clear of any Lien, claim or encumbrance of any Person. (e) All original executed copies of each loan agreement and installment sales contract that constitute or evidence the of those Receivables that are “tangible chattel paper” have been delivered to the Servicer, as custodian for the Issuer. (f) The Depositor has received a written acknowledgment from the Servicer that the Servicer is holding the loan agreements and installment sales contracts that constitute or evidence the Receivables solely on behalf and for the benefit of the Issuer. (g) Other than the security interest granted to the Issuer pursuant to this Agreement and the Indenture, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Depositor has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Issuer hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor. (h) None of the loan agreements or installment sales contracts that constitute or evidence the Receivables has any marks or notations indicating that it has been pledged, assigned, or otherwise conveyed to any Person other than the Issuer. Notwithstanding the foregoing, the representations and warranties set forth in this Section may not be waived. The representations and warranties set forth in this Section will survive the termination of this Agreement until the Indenture has been discharged.

Representations and Warranties as to Security Interests. The Depositor makes the following representations and warranties as to the Receivables on which the Issuer shall be deemed to have relied in accepting the Receivables. The representations and warranties speak as of the date of execution and delivery of this Agreement and as of the Closing Date, except to the extent otherwise provided, but shall survive the sale, transfer, assignment and conveyance of the Receivables to the Issuer pursuant to this Agreement and the pledge of the Receivables to the Indenture Trustee pursuant to the Indenture. (a) This Agreement creates a valid and continuing “security interest” (as defined in the applicable UCC) in the Receivables in favor of the Issuer, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Depositor. (b) The Depositor has taken all steps necessary to perfect its security interest against the Obligor in the Financed Vehicles. (c) The Receivables constitute “tangible chattel paper” or “electronic chattel paper” within the meaning of the applicable UCC. (d) The Depositor owns and has good and marketable title to the Receivables free and clear of any Lien, claim or encumbrance of any Person. (e) All original executed copies of each loan agreement and installment sales contract that constitute or evidence the of those Receivables that are “tangible chattel paper” have been delivered to the Servicer, as custodian for the Issuer. (f) The Depositor has received a written acknowledgment from the Servicer that the Servicer is holding the loan agreements and installment sales contracts that constitute or evidence the Receivables solely on behalf and for the benefit of the Issuer. (g) Other than the security interest granted to the Issuer pursuant to this Agreement and the Indenture, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Depositor has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Issuer hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor. (h) None of the loan agreements or installment sales contracts that constitute or evidence the Receivables has any marks or notations indicating that it has been pledged, assigned, or otherwise conveyed to any Person other than the Issuer. Notwithstanding the foregoing, the representations and warranties set forth in this Section may not be waived. The representations and warranties set forth in this Section will survive the termination of this Agreement until the Indenture has been discharged.

Representations and Warranties as to Security Interests. The Depositor makes the following representations and warranties as to the Receivables on which the Issuer shall be deemed to have relied in accepting the Receivables. The representations and warranties speak as of the date of execution and delivery of this Agreement and as of the Closing Date, except to the extent otherwise provided, but shall survive the sale, transfer, assignment and conveyance of the Receivables to the Issuer pursuant to this Agreement and the pledge of the Receivables to the Indenture Trustee pursuant to the Indenture. (a) This Agreement creates a valid and continuing “security interest” (as defined in the applicable UCC) in the Receivables in favor of the Issuer, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Depositor. (b) The Depositor has taken all steps necessary to perfect its security interest against the Obligor in the Financed VehiclesEquipment. (c) The Receivables constitute “tangible chattel paper” or, in the case of Receivables relating to Dealer Loans, “accounts”, “instruments” or “payment intangibles” within the meaning of the applicable UCC. (d) The Depositor owns and has good and marketable title to the Receivables free and clear of any Lien, claim or encumbrance of any Person. (e) All original executed copies of each loan agreement and or installment sales contract that constitute or evidence the those Receivables that constitute tangible chattel paper have been delivered to the Servicer, as custodian for the Issuer. (f) The Depositor has received a written acknowledgment from the Servicer that the Servicer is holding the loan agreements and installment sales contracts that constitute or evidence the Receivables solely on behalf and for the benefit of the Issuer. (g) Other than the security interest granted to the Issuer pursuant to this Agreement and the Indenture, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Depositor has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Issuer hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor. (h) None of the loan agreements or installment sales contracts that constitute or evidence the Receivables has any marks or notations indicating that it has been pledged, assigned, or otherwise conveyed to any Person other than the Issuer. Notwithstanding the foregoing, the representations and warranties set forth in this Section may not be waived. The representations and warranties set forth in this Section will survive the termination of this Agreement until the Indenture has been discharged.

Representations and Warranties as to Security Interests. The Depositor makes the following representations and warranties as to the Receivables on which the Issuer shall be deemed to have relied in accepting the Receivables. The representations and warranties speak as of the date of execution and delivery of this Agreement and as of the Closing Date, except to the extent otherwise provided, but shall survive the sale, transfer, assignment and conveyance of the Receivables to the Issuer pursuant to this Agreement and the pledge of the Receivables to the Indenture Trustee pursuant to the Indenture. (a) This Agreement creates a valid and continuing “security interest” (as defined in the applicable UCC) in the Receivables in favor of the Issuer, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Depositor. (b) The Depositor has taken all steps necessary to perfect its security interest against the Obligor in the Financed VehiclesEquipment. (c) The Receivables constitute “tangible chattel paper” or “electronic chattel paper” or, in the case of Receivables relating to Dealer Loans, “accounts”, “instruments” or “payment intangibles” within the meaning of the applicable UCC. (d) The Depositor owns and has good and marketable title to the Receivables free and clear of any Lien, claim or encumbrance of any Person. (e) All original executed copies of each loan agreement and or installment sales contract that constitute or evidence the those Receivables that constitute tangible chattel paper have been delivered to the Servicer, as custodian for the Issuer. (f) The Depositor has not communicated an authoritative copy of any Receivable that constitutes “electronic chattel paper” to any Person other than the Servicer, as custodian for the Issuer. (g) The Depositor has received a written acknowledgment from the Servicer that the Servicer is holding the loan agreements and installment sales contracts that constitute or evidence the Receivables solely on behalf and for the benefit of the Issuer. (gh) Other than the security interest granted to the Issuer pursuant to this Agreement and the Indenture, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Depositor has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Issuer hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor. (hi) None of the loan agreements or installment sales contracts that constitute or evidence the Receivables has any marks or notations indicating that it has been pledged, assigned, or otherwise conveyed to any Person other than the Issuer. Notwithstanding the foregoing, the representations and warranties set forth in this Section may not be waived. The representations and warranties set forth in this Section will survive the termination of this Agreement until the Indenture has been discharged.