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

Representations and Warranties as to Security Interests. The Seller represents and warrants to the Purchaser as of the Closing Date: (a) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller. (b) The 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” 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 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 or installment sales contract that constitute or evidence of those Receivables that are “tangible chattel paper” have been delivered to the Servicer, as custodian for the Issuer. (f) The Seller has “control” (within the meaning of Section 9-105 of the applicable UCC) of the sole authoritative copy of any Receivable that constitutes “electronic chattel paper” and has not communicated an authoritative copy of any Receivable that constitutes “electronic chattel paper” to any Person other than the Servicer (constructively communicated), as custodian for the Issuer. (g) The Seller has received a written acknowledgment from the Servicer, if MBFS USA is not the Servicer, that the Servicer is holding the loan agreements or installment sales contracts that constitute or evidence the Receivables solely on behalf and for the benefit of the Issuer. (h) Other than the security interest granted to the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Purchaser hereunder or that has been terminated. The Seller is not aware of any judgment or tax lien filings against the Seller. (i) 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 Purchaser. ARTICLE FOUR

Representations and Warranties as to Security Interests. The Seller represents and warrants to the Purchaser as of the Closing Date: (a) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller. (b) The Seller 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 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 or installment sales contract that constitute or evidence of those Receivables that are constitute “tangible chattel paper” have been delivered to the Servicer, as custodian for the Issuer. (f) The Seller has “control” (within the meaning of Section 9-105 of the applicable UCC) of the sole authoritative copy of any Receivable that constitutes “electronic chattel paper” and has not communicated an authoritative copy of any Receivable that constitutes “electronic chattel paper” to any Person other than the Servicer (constructively communicated)Servicer, as custodian for the Issuer. (g) The Seller has received a written acknowledgment from the Servicer, if MBFS DTFS USA is not the Servicer, that the Servicer is holding the loan agreements or installment sales contracts that constitute or evidence the Receivables solely on behalf and for the benefit of the Issuer. (h) Other than the security interest granted to the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Purchaser hereunder or that has been terminated. The Seller is not aware of any judgment or tax lien filings against the Seller. (i) 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 Purchaser. ARTICLE FOUR.

Representations and Warranties as to Security Interests. The Seller represents and warrants to the Purchaser as of the Closing Date: (a) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller. (b) The 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” 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 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 or installment sales contract that constitute or evidence of those Receivables that are “tangible chattel paper” have been delivered to the Servicer, as custodian for the Issuer. (f) The Seller has “control” (within the meaning of Section 9-105 of the applicable UCC) of the sole authoritative copy of any Receivable that constitutes “electronic chattel paper” and has not communicated an authoritative copy of any Receivable that constitutes “electronic chattel paper” to any Person other than the Servicer (constructively communicated), as custodian for the Issuer. (g) The Seller has received a written acknowledgment from the Servicer, if MBFS USA is not the Servicer, that the Servicer is holding the loan agreements or installment sales contracts that constitute or evidence the Receivables solely on behalf and for the benefit of the Issuer. (h) Other than the security interest granted to the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Purchaser hereunder or that has been terminated. The Seller is not aware of any judgment or tax lien filings against the Seller. (i) 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 Purchaser. ARTICLE FOUR.

Representations and Warranties as to Security Interests. The Seller represents and warrants to the Purchaser as of the Closing Date: (a) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller. (b) The 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” 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 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 or installment sales contract that constitute or evidence of those the Receivables that are “tangible chattel paper” have been delivered to the Servicer, as custodian for the Issuer. (f) The Seller has “control” (within the meaning of Section 9-105 of the applicable UCC) of the sole authoritative copy of any Receivable that constitutes “electronic chattel paper” and has not communicated an authoritative copy of any Receivable that constitutes “electronic chattel paper” to any Person other than the Servicer (constructively communicated), as custodian for the Issuer. (g) The Seller has received a written acknowledgment from the Servicer, if MBFS USA is not the Servicer, that the Servicer is holding the loan agreements or installment sales contracts that constitute or evidence the Receivables solely on behalf and for the benefit of the Issuer. (hg) Other than the security interest granted to the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Purchaser hereunder or that has been terminated. The Seller is not aware of any judgment or tax lien filings against the Seller. (ih) 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 Purchaser. 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. ARTICLE FOURFOUR CONDITIONS

Representations and Warranties as to Security Interests. The Seller represents and warrants to the Purchaser as of the Closing Date: (a) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller. (b) The Seller 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 “electronic chattel paperpayment intangibles” (or, if such terms are not separately defined in the applicable UCC, “chattel paper”) within the meaning of the applicable UCC. (d) The 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 or installment sales contract that constitute or evidence of those Receivables that are constitute “tangible chattel paper” have been delivered to the Servicer, as custodian for the Issuer. (f) The Seller has “control” (within the meaning of Section 9-105 of the applicable UCC) of the sole authoritative copy of any Receivable that constitutes “electronic chattel paper” and has not communicated an authoritative copy of any Receivable that constitutes “electronic chattel paper” to any Person other than the Servicer (constructively communicated), as custodian for the Issuer. (g) The Seller has received a written acknowledgment from the Servicer, if MBFS USA is not the Servicer, that the Servicer is holding the loan agreements or installment sales contracts that constitute or evidence the Receivables solely on behalf and for the benefit of the Issuer. (hg) Other than the security interest granted to the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Purchaser hereunder or that has been terminated. The Seller is not aware of any judgment or tax lien filings against the Seller. (ih) 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 Purchaser. ARTICLE FOURFOUR CONDITIONS

Representations and Warranties as to Security Interests. The Seller represents and warrants to the Purchaser as of the Closing Date: (a) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller. (b) The Seller 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 UCCcase of Receivables relating to Dealer Loans, “chattel paperaccounts”) , instruments” or “payment intangibles” within the meaning of the applicable UCC. (d) The 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 or installment sales contract that constitute or evidence of those Receivables that are constitute “tangible chattel paper” have been delivered to the Servicer, as custodian for the Issuer. (f) The Seller has “control” (within the meaning of Section 9-105 of the applicable UCC) of the sole authoritative copy of any Receivable that constitutes “electronic chattel paper” and has not communicated an authoritative copy of any Receivable that constitutes “electronic chattel paper” to any Person other than the Servicer (constructively communicated)Servicer, as custodian for the Issuer. (g) The Seller has received a written acknowledgment from the Servicer, if MBFS DTFS USA is not the Servicer, that the Servicer is holding the loan agreements or installment sales contracts that constitute or evidence the Receivables solely on behalf and for the benefit of the Issuer. (h) Other than the security interest granted to the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Purchaser hereunder or that has been terminated. The Seller is not aware of any judgment or tax lien filings against the Seller. (i) 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 Purchaser. ARTICLE FOURFOUR CONDITIONS

Representations and Warranties as to Security Interests. The Seller represents and warrants to the Purchaser as of the Closing Date: (a) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller. (b) The Seller 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 UCCcase of Receivables relating to Dealer Loans, “chattel paperaccounts”) , instruments” or “payment intangibles” within the meaning of the applicable UCC. (d) The 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 or installment sales contract that constitute or evidence of those Receivables that are constitute “tangible chattel paper” have been delivered to the Servicer, as custodian for the Issuer. (f) The Seller has “control” (within the meaning of Section 9-105 of the applicable UCC) of the sole authoritative copy of any Receivable that constitutes “electronic chattel paper” and has not communicated an authoritative copy of any Receivable that constitutes “electronic chattel paper” to any Person other than the Servicer (constructively communicated)Servicer, as custodian for the Issuer. (g) The Seller has received a written acknowledgment from the Servicer, if MBFS DTFS USA is not the Servicer, that the Servicer is holding the loan agreements or installment sales contracts that constitute or evidence the Receivables solely on behalf and for the benefit of the Issuer. (h) Other than the security interest granted to the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Purchaser hereunder or that has been terminated. The Seller is not aware of any judgment or tax lien filings against the Seller. (i) 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 Purchaser. ARTICLE FOUR.