Common use of Security Interest Matters Clause in Contracts

Security Interest Matters. This Receivables Purchase Agreement creates a valid and continuing “security interest” (as defined in the Relevant UCC) in the Receivables in favor of the Depositor, which security interest is prior to all other Liens and is enforceable as such against creditors of and purchasers from the Seller. The Receivables constitute “tangible chattel paper” or “electronic chattel paper” (each as defined in the Relevant UCC). The Seller has caused or will cause prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law necessary to perfect the security interest in the Receivables granted to the Depositor under this Receivables Purchase Agreement. Other than the security interest granted to the Depositor under this Receivables Purchase Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser). 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 Depositor under this Receivables Purchase Agreement or that has been terminated. The motor vehicle retail installment sale contracts that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture Trustee.

Security Interest Matters. This Receivables Purchase Agreement creates a valid and continuing “security interest” (as defined in the Relevant UCC) in the Receivables in favor of the Depositor, which security interest is prior to all other Liens and is enforceable as such against creditors of and purchasers from the Seller. The Receivables constitute “tangible chattel paper” or “electronic chattel paper” (each as defined in the Relevant UCC or, if such terms are not separately defined in the Relevant UCC, “chattel paper”). The Seller has caused or will cause prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law necessary to perfect the security interest in the Receivables granted to the Depositor under this Receivables Purchase Agreement. Other than the security interest granted to the Depositor under this Receivables Purchase Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser). 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 Depositor under this Receivables Purchase Agreement or that has been terminated. The motor vehicle retail installment sale contracts that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture Trustee.

Security Interest Matters. (a) The Issuer represents and warrants to the Indenture Trustee as of the Closing Date: (i) This Receivables Purchase Agreement Indenture creates a valid and continuing “security interest” (as defined in the Relevant applicable UCC) in the Receivables in favor of the DepositorIndenture Trustee, which security interest is prior to all other Liens Liens, and is enforceable as such against creditors of and purchasers from the Seller. Issuer. (ii) The Issuer has taken all steps necessary to perfect its security interest against the Obligor in the Financed Vehicles. (iii) The Receivables constitute “tangible chattel paper” or “electronic chattel paper” within the meaning of the applicable UCC. (each as defined in the Relevant UCC). iv) The Seller Issuer has caused or will cause on or prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law Applicable Law necessary to perfect the security interest in the Receivables granted to the Depositor under this Indenture Trustee hereunder. (v) The Issuer owns and has good and marketable title to the Receivables Purchase Agreement. free and clear of any Lien, claim or encumbrance of any Person. (vi) All original executed copies of each loan agreement and installment sales contract that constitute or evidence those Receivables that are “tangible chattel paper” have been delivered to the Servicer, as custodian for the Indenture Trustee. (vii) The Issuer 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 Indenture Trustee. (viii) The Issuer 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 Indenture Trustee. (ix) Other than the security interest granted to the Depositor under Indenture Trustee pursuant to this Receivables Purchase AgreementIndenture, the Seller Issuer has not pledged, assigned, sold, granted a security interest in in, or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser)Receivables. The Seller Issuer has not authorized the filing of, of and is not aware of any financing statements against the Seller Indenture Trustee that include a description of, of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Depositor under this Receivables Purchase Agreement Indenture Trustee hereunder or that has been terminated. The motor vehicle retail Issuer is not aware of any judgment or tax lien filings against the Issuer. (x) None of the loan agreements or installment sale sales contracts that constitute or evidence the Receivables do not have has any marks or notations indicating that they have it has been pledged, assigned assigned, or otherwise conveyed to any Person other than the Depositor, Indenture Trustee. (b) All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee contain a statement substantially to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture Trustee”.

Security Interest Matters. (a) The Issuer represents and warrants to the Indenture Trustee as of the Closing Date: (i) This Receivables Purchase Agreement creates a valid and continuing “security interest” (as defined in the Relevant applicable UCC) in the Receivables in favor of the DepositorIndenture Trustee, which security interest is prior to all other Liens Liens, and is enforceable as such against creditors of and purchasers from the Seller. Issuer. (ii) The Issuer has taken all steps necessary to perfect its security interest against the Obligor in the Financed Vehicles. (iii) The Receivables constitute “tangible chattel paper” or “electronic chattel paper” within the meaning of the applicable UCC. (each as defined in the Relevant UCC). iv) The Seller Issuer has caused or will cause on or prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law Applicable Law necessary to perfect the security interest in the Receivables granted to the Depositor under this Indenture Trustee hereunder. (v) The Issuer owns and has good and marketable title to the Receivables Purchase Agreement. free and clear of any Lien, claim or encumbrance of any Person. (vi) 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 Indenture Trustee. (vii) The Issuer 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 Indenture Trustee. (viii) Other than the security interest granted to the Depositor under Indenture Trustee pursuant to this Receivables Purchase AgreementIndenture, the Seller Issuer has not pledged, assigned, sold, granted a security interest in in, or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser)Receivables. The Seller Issuer has not authorized the filing of, of and is not aware of any financing statements against the Seller Indenture Trustee that include a description of, of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Depositor under this Receivables Purchase Agreement Indenture Trustee hereunder or that has been terminated. The motor vehicle retail Issuer is not aware of any judgment or tax lien filings against the Issuer. (ix) None of the loan agreements or installment sale sales contracts that constitute or evidence the Receivables do not have has any marks or notations indicating that they have it has been pledged, assigned assigned, or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller is foregoing representations and warranties may not aware of any material judgment be waived and will survive until this Indenture has been discharged. (b) All financing statements filed or tax lien filings to be filed against the Seller. The Seller has not communicated, and Issuer in favor of the Indenture Trustee contain a statement substantially to the following effect: “A purchase of or security interest in any collateral described in this financing statement will not communicate, an “authoritative copy” (as defined in violate the Relevant UCC) rights of any Receivable to any Person other than the Servicer, the Trust or the Indenture Trustee”.

Security Interest Matters. (a) The Issuer represents and warrants to the Indenture Trustee as of the Closing Date: (i) This Receivables Purchase Agreement creates a valid and continuing “security interest” (as defined in the Relevant applicable UCC) in the Receivables in favor of the DepositorIndenture Trustee, which security interest is prior to all other Liens Liens, and is enforceable as such against creditors of and purchasers from the Seller. Issuer. (ii) The Issuer has taken all steps necessary to perfect its security interest against the Obligor in the Financed Vehicles. (iii) The Receivables constitute “tangible chattel paper” or “electronic chattel paper” within the meaning of the applicable UCC. (each as defined in the Relevant UCC). iv) The Seller Issuer has caused or will cause on or prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law Applicable Law necessary to perfect the security interest in the Receivables granted to the Depositor under this Indenture Trustee hereunder. (v) The Issuer owns and has good and marketable title to the Receivables Purchase Agreement. free and clear of any Lien, claim or encumbrance of any Person. (vi) All original executed copies of each loan agreement and installment sales contract that constitute or evidence those Receivables that are “tangible chattel paper” have been delivered to the Servicer, as custodian for the Indenture Trustee. (vii) The Issuer 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 Indenture Trustee. (viii) The Issuer 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 Indenture Trustee. (ix) Other than the security interest granted to the Depositor under Indenture Trustee pursuant to this Receivables Purchase AgreementIndenture, the Seller Issuer has not pledged, assigned, sold, granted a security interest in in, or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser)Receivables. The Seller Issuer has not authorized the filing of, of and is not aware of any financing statements against the Seller Indenture Trustee that include a description of, of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Depositor under this Receivables Purchase Agreement Indenture Trustee hereunder or that has been terminated. The motor vehicle retail Issuer is not aware of any judgment or tax lien filings against the Issuer. (x) None of the loan agreements or installment sale sales contracts that constitute or evidence the Receivables do not have has any marks or notations indicating that they have it has been pledged, assigned assigned, or otherwise conveyed to any Person other than the Depositor, Indenture Trustee. (b) All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee contain a statement substantially to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture Trustee”.

Security Interest Matters. This Receivables Purchase Agreement creates a valid and continuing “"security interest” " (as defined in the Relevant UCC) in the Receivables in favor of the Depositor, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Seller. With respect to each Receivable, the Seller has taken all steps necessary to perfect its security interest against the related Obligor in the related Financed Vehicle. The Receivables constitute “"tangible chattel paper” or “electronic chattel paper” " (each as defined in the Relevant UCC). The Seller has caused or will cause prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law necessary to perfect the security interest in the Receivables granted to the Depositor under this the Receivables Purchase Agreement. Other than the security interest granted to the Depositor under this the Receivables Purchase Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser)Receivables. The Seller has not authorized the filing of, of and is not aware of any financing statements against the Seller that include a description of, of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Depositor under this Receivables Purchase the Sale and Servicing Agreement or that has been terminated. The motor vehicle retail installment sale contracts that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture Trustee.

Security Interest Matters. (a) This Receivables Purchase Agreement Indenture creates a valid and continuing “security interest” (as defined in the Relevant UCC) in the Receivables in favor of the DepositorIndenture Trustee, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the SellerIssuer. With respect to each Receivable, the Issuer has taken all steps necessary to perfect its security interest against the related Obligor in the related Financed Vehicle. (b) The Receivables constitute “tangible chattel paper” or “electronic chattel paper” (each as defined in the Relevant UCC). The Seller Issuer has caused or will cause on or prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law Applicable Law necessary to perfect the security interest in the Receivables granted to the Depositor under this Receivables Purchase AgreementIndenture Trustee hereunder. Other than the security interest granted to the Depositor under this Receivables Purchase AgreementIndenture Trustee hereunder, the Seller Issuer has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser)Receivables. The Seller Issuer has not authorized the filing of, of and is not aware of any financing statements against the Seller Issuer that include a description of, of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Depositor under this Receivables Purchase Agreement Indenture Trustee hereunder or that has been terminated. The motor vehicle retail installment sale sales contracts and installment loans that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller Issuer is not aware of any material judgment or tax lien Lien filings against the Seller. The Seller has not communicated, and Issuer. (c) All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee contain a statement substantially to the following effect: “A purchase of or security interest in any collateral described in this financing statement will not communicate, an “authoritative copy” (as defined in violate the Relevant UCC) rights of any Receivable to any Person other than the Servicer, the Trust or the Indenture Trustee”.

Security Interest Matters. (a) The Issuer represents and warrants to the Indenture Trustee as of the Closing Date: (i) This Receivables Purchase Agreement Indenture creates a valid and continuing “security interest” (as defined in the Relevant applicable UCC) in the Receivables in favor of the DepositorIndenture Trustee, which security interest is prior to all other Liens Liens, and is enforceable as such against creditors of and purchasers from the Seller. Issuer. (ii) The Issuer has taken all steps necessary to perfect its security interest against the Obligor in the Financed Equipment. (iii) The Receivables constitute “tangible chattel paper” or “electronic chattel paper” (each as or, if such terms are not separately defined in the Relevant 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). . (iv) The Seller Issuer has caused or will cause on or prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law Applicable Law necessary to perfect the security interest in the Receivables granted to the Depositor under this Indenture Trustee hereunder. (v) The Issuer owns and has good and marketable title to the Receivables Purchase Agreement. free and clear of any Lien, claim or encumbrance of any Person. (vi) All original executed copies of each loan agreement or installment sales contract that constitute or evidence those Receivables that constitute tangible chattel paper have been delivered to the Servicer, as custodian for the Indenture Trustee. (vii) The Issuer 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 Indenture Trustee. (viii) Other than the security interest granted to the Depositor under Indenture Trustee pursuant to this Receivables Purchase AgreementIndenture, the Seller Issuer has not pledged, assigned, sold, granted a security interest in in, or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser)Receivables. The Seller Issuer has not authorized the filing of, of and is not aware of any financing statements against the Seller Indenture Trustee that include a description of, of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Depositor under this Receivables Purchase Agreement Indenture Trustee hereunder or that has been terminated. The motor vehicle retail Issuer is not aware of any judgment or tax lien filings against the Issuer. (ix) None of the loan agreements or installment sale sales contracts that constitute or evidence the Receivables do not have has any marks or notations indicating that they have it has been pledged, assigned assigned, or otherwise conveyed to any Person other than the Depositor, Indenture Trustee. (b) All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee contain a statement substantially to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture Trustee”.

Security Interest Matters. This Receivables Purchase RRAC hereby represents and warrants for the benefit of Sequoia and the Trustee (as defined in the Pooling and Servicing Agreement, dated as of January 1, 2013 (as in effect on the date of execution hereof, the “Pooling and Servicing Agreement”) among Sequoia, as depositor, W▇▇▇▇ Fargo Bank, N.A., as master servicer and securities administrator, and Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee) (as assignee of Sequoia): (i) Section 5 of this Agreement creates a valid and continuing “security interest” interest (as defined in the Relevant applicable UCC) in the Receivables Mortgage Loans in favor of the DepositorSequoia, which security interest is prior to all other Liens Liens, and is enforceable as such as against creditors of and purchasers from RRAC; (ii) the Seller. The Receivables Mortgage Notes constitute “tangible chattel paperinstruments” or “electronic chattel paper” within the meaning of the applicable UCC; (each as defined in the Relevant UCC). The Seller has caused or will cause iii) RRAC, immediately prior to the Closing Date the filing its transfer of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions Mortgage Loans under applicable law necessary to perfect the security interest in the Receivables granted this Agreement, will own and have good, valid and marketable title to the Depositor under this Receivables Purchase Agreement. Other Mortgage Loans free and clear of any Lien, claim or encumbrance of any Person; (iv) RRAC has received all consents and approvals required by the terms of the Mortgage Loans to the sale of the Mortgage Loans hereunder to Sequoia; (v) all original executed copies of each Mortgage Note that constitute or evidence the Mortgage Loans have been delivered to the Custodian (as assignee of Sequoia); (vi) RRAC has received a written acknowledgment from the Custodian that such Custodian is holding the Mortgage Notes that constitute or evidence the Mortgage Loans solely on behalf and for the benefit of Sequoia or its assignee; (vii) other than the ownership or security interest granted to Sequoia pursuant to this Agreement and security interests granted to lenders which will be automatically released on the Depositor under this Receivables Purchase AgreementClosing Date, the Seller RRAC has not pledged, assigned, sold, granted a security interest in in, or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser). The Seller Mortgage Loans; RRAC has not authorized the filing of, of and is not aware of any financing statements against the Seller it that include a description of, of collateral covering the Receivables Mortgage Loans other than any financing statement relating to the ownership or security interest granted to the Depositor under this Receivables Purchase Agreement Sequoia hereunder or that has been terminated. The motor vehicle retail installment will be automatically released upon the sale contracts to Sequoia; (viii) RRAC is not aware of any judgment or tax lien filing against itself; and (ix) none of the Mortgage Notes that constitute or evidence the Receivables do not Mortgage Loans have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture TrusteeSequoia.

Security Interest Matters. (a) This Receivables Purchase Agreement Indenture creates a valid and continuing “security interest” (as defined in the Relevant UCC) in the Receivables in favor of the DepositorIndenture Trustee, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the SellerIssuer. With respect to each Receivable, the Issuer has taken all steps necessary to perfect its security interest against the related Obligor in the related Financed Vehicle. (b) The Receivables constitute “tangible chattel paper” or “electronic chattel paper” (each as defined in the Relevant UCC). The Seller Issuer has caused or will cause on or prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law necessary to perfect the security interest in the Receivables granted to the Depositor under this Receivables Purchase AgreementIndenture Trustee hereunder. Other than the security interest granted to the Depositor under this Receivables Purchase AgreementIndenture Trustee hereunder, the Seller Issuer has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser)Receivables. The Seller Issuer has not authorized the filing of, of and is not aware of any financing statements against the Seller Issuer that include a description of, of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Depositor under this Receivables Purchase Agreement Indenture Trustee hereunder or that has been terminated. The motor vehicle retail installment sale contracts and installment loans that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller Issuer is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and Issuer. (c) All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee contain a statement substantially to the following effect: “A purchase of or security interest in any collateral described in this financing statement will not communicate, an “authoritative copy” (as defined in violate the Relevant UCC) rights of any Receivable to any Person other than the Servicer, the Trust or the Indenture Trustee”.

Security Interest Matters. This Receivables Purchase RRAC hereby represents and warrants for the benefit of Sequoia and the Trustee (as defined in the Pooling and Servicing Agreement, dated as of February 1, 2013 (as in effect on the date of execution hereof, the “Pooling and Servicing Agreement”) among Sequoia, as depositor, W▇▇▇▇ Fargo Bank, N.A., as master servicer and securities administrator, and Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee) (as assignee of Sequoia): (i) Section 5 of this Agreement creates a valid and continuing “security interest” interest (as defined in the Relevant applicable UCC) in the Receivables Mortgage Loans in favor of the DepositorSequoia, which security interest is prior to all other Liens Liens, and is enforceable as such as against creditors of and purchasers from RRAC; (ii) the Seller. The Receivables Mortgage Notes constitute “tangible chattel paperinstruments” or “electronic chattel paper” within the meaning of the applicable UCC; (each as defined in the Relevant UCC). The Seller has caused or will cause iii) RRAC, immediately prior to the Closing Date the filing its transfer of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions Mortgage Loans under applicable law necessary to perfect the security interest in the Receivables granted this Agreement, will own and have good, valid and marketable title to the Depositor under this Receivables Purchase Agreement. Other Mortgage Loans free and clear of any Lien, claim or encumbrance of any Person; (iv) RRAC has received all consents and approvals required by the terms of the Mortgage Loans to the sale of the Mortgage Loans hereunder to Sequoia; (v) all original executed copies of each Mortgage Note that constitute or evidence the Mortgage Loans have been delivered to the Custodian (as assignee of Sequoia); (vi) RRAC has received a written acknowledgment from the Custodian that such Custodian is holding the Mortgage Notes that constitute or evidence the Mortgage Loans solely on behalf and for the benefit of Sequoia or its assignee; (vii) other than the ownership or security interest granted to Sequoia pursuant to this Agreement and security interests granted to lenders which will be automatically released on the Depositor under this Receivables Purchase AgreementClosing Date, the Seller RRAC has not pledged, assigned, sold, granted a security interest in in, or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser). The Seller Mortgage Loans; RRAC has not authorized the filing of, of and is not aware of any financing statements against the Seller it that include a description of, of collateral covering the Receivables Mortgage Loans other than any financing statement relating to the ownership or security interest granted to the Depositor under this Receivables Purchase Agreement Sequoia hereunder or that has been terminated. The motor vehicle retail installment will be automatically released upon the sale contracts to Sequoia; (viii) RRAC is not aware of any judgment or tax lien filing against itself; and (ix) none of the Mortgage Notes that constitute or evidence the Receivables do not Mortgage Loans have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture TrusteeSequoia.

Security Interest Matters. This Receivables Purchase RRAC hereby represents and warrants for the benefit of Sequoia and the Trustee (as defined in the Pooling and Servicing Agreement, dated as of January 1, 2012 (as in effect on the date of execution hereof, the “Pooling and Servicing Agreement”) among Sequoia, as depositor, ▇▇▇▇▇ Fargo Bank, N.A., as master servicer and securities administrator, and U.S. Bank National Association, as trustee) (as assignee of Sequoia): (i) this Agreement creates a valid and continuing “security interest” interest (as defined in the Relevant applicable UCC) in the Receivables Mortgage Loans in favor of the DepositorSequoia, which security interest is prior to all other Liens Liens, and is enforceable as such as against creditors of and purchasers from RRAC; (ii) the Seller. The Receivables Mortgage Notes constitute “tangible chattel paperinstruments” or “electronic chattel paper” within the meaning of the applicable UCC; (each as defined in the Relevant UCC). The Seller has caused or will cause iii) RRAC, immediately prior to the Closing Date the filing its transfer of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions Mortgage Loans under applicable law necessary to perfect the security interest in the Receivables granted this Agreement, will own and have good, valid and marketable title to the Depositor under this Receivables Purchase Agreement. Other Mortgage Loans free and clear of any Lien, claim or encumbrance of any Person; (iv) RRAC has received all consents and approvals required by the terms of the Mortgage Loans to the sale of the Mortgage Loans hereunder to Sequoia; (v) all original executed copies of each Mortgage Note that constitute or evidence the Mortgage Loans have been delivered to the Custodian (as assignee of Sequoia); (vi) RRAC has received a written acknowledgment from the Custodian that such Custodian is holding the Mortgage Notes that constitute or evidence the Mortgage Loans solely on behalf and for the benefit of Sequoia or its assignee; (vii) other than the security interest granted to Sequoia pursuant to this Agreement and security interests granted to lenders which will be automatically released on the Depositor under this Receivables Purchase AgreementClosing Date, the Seller RRAC has not pledged, assigned, sold, granted a security interest in in, or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser). The Seller Mortgage Loans; RRAC has not authorized the filing of, of and is not aware of any financing statements against the Seller it that include a description of, of collateral covering the Receivables Mortgage Loans other than any financing statement relating to the security interest granted to the Depositor under this Receivables Purchase Agreement Sequoia hereunder or that has been terminated. The motor vehicle retail installment will be automatically released upon the sale contracts to Sequoia; (viii) RRAC is not aware of any judgment or tax lien filing against itself; and (ix) none of the Mortgage Notes that constitute or evidence the Receivables do not Mortgage Loans have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture TrusteeSequoia.

Security Interest Matters. This Receivables Purchase Agreement creates a valid and continuing “security interest” (as defined in the Relevant UCC) in the Receivables in favor of the Depositor, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Seller. With respect to each Receivable, the Seller has taken all steps necessary to perfect its security interest against the related Obligor in the related Financed Vehicle. The Receivables constitute “tangible chattel paper” or “electronic chattel paper” (each as defined in the Relevant UCC). The Seller has caused or will cause prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law necessary to perfect the security interest in the Receivables granted to the Depositor under this the Receivables Purchase Agreement. Other than the security interest granted to the Depositor under this the Receivables Purchase Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser)Receivables. The Seller has not authorized the filing of, of and is not aware of any financing statements against the Seller that include a description of, of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Depositor under this the Receivables Purchase Agreement or that has been terminated. The motor vehicle retail installment sale contracts and installment loans that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture Trustee.

Security Interest Matters. This Receivables Purchase RRAC hereby represents and warrants for the benefit of Sequoia and the Trustee (as defined in the Pooling and Servicing Agreement, dated as of November 1, 2012 (as in effect on the date of execution hereof, the “Pooling and Servicing Agreement”) among Sequoia, as depositor, W▇▇▇▇ Fargo Bank, N.A., as master servicer and securities administrator, and Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee) (as assignee of Sequoia): (i) Section 5 of this Agreement creates a valid and continuing “security interest” interest (as defined in the Relevant applicable UCC) in the Receivables Mortgage Loans in favor of the DepositorSequoia, which security interest is prior to all other Liens Liens, and is enforceable as such as against creditors of and purchasers from RRAC; (ii) the Seller. The Receivables Mortgage Notes constitute “tangible chattel paperinstruments” or “electronic chattel paper” within the meaning of the applicable UCC; (each as defined in the Relevant UCC). The Seller has caused or will cause iii) RRAC, immediately prior to the Closing Date the filing its transfer of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions Mortgage Loans under applicable law necessary to perfect the security interest in the Receivables granted this Agreement, will own and have good, valid and marketable title to the Depositor under this Receivables Purchase Agreement. Other Mortgage Loans free and clear of any Lien, claim or encumbrance of any Person; (iv) RRAC has received all consents and approvals required by the terms of the Mortgage Loans to the sale of the Mortgage Loans hereunder to Sequoia; (v) all original executed copies of each Mortgage Note that constitute or evidence the Mortgage Loans have been delivered to the Custodian (as assignee of Sequoia); (vi) RRAC has received a written acknowledgment from the Custodian that such Custodian is holding the Mortgage Notes that constitute or evidence the Mortgage Loans solely on behalf and for the benefit of Sequoia or its assignee; (vii) other than the ownership or security interest granted to Sequoia pursuant to this Agreement and security interests granted to lenders which will be automatically released on the Depositor under this Receivables Purchase AgreementClosing Date, the Seller RRAC has not pledged, assigned, sold, granted a security interest in in, or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser). The Seller Mortgage Loans; RRAC has not authorized the filing of, of and is not aware of any financing statements against the Seller it that include a description of, of collateral covering the Receivables Mortgage Loans other than any financing statement relating to the ownership or security interest granted to the Depositor under this Receivables Purchase Agreement Sequoia hereunder or that has been terminated. The motor vehicle retail installment will be automatically released upon the sale contracts to Sequoia; (viii) RRAC is not aware of any judgment or tax lien filing against itself; and (ix) none of the Mortgage Notes that constitute or evidence the Receivables do not Mortgage Loans have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture TrusteeSequoia.

Security Interest Matters. This Receivables Purchase Agreement creates a valid and continuing “"security interest” " (as defined in the Relevant UCC) in the Receivables in favor of the Depositor, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Seller. With respect to each Receivable, the Seller has taken all steps necessary to perfect its security interest against the related Obligor in the related Financed Vehicle. The Receivables constitute “"tangible chattel paper” or “electronic chattel paper” " (each as defined in the Relevant UCC). The Seller has caused or will cause prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law necessary to perfect the security interest in the Receivables granted to the Depositor under this the Receivables Purchase Agreement. Other than the security interest granted to the Depositor under this the Receivables Purchase Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser)Receivables. The Seller has not authorized the filing of, of and is not aware of any financing statements against the Seller that include a description of, of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Depositor under this the Receivables Purchase Agreement or that has been terminated. The motor vehicle retail installment sale contracts and installment loans that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture Trustee.

Security Interest Matters. This Receivables Purchase Contribution Agreement creates a valid and continuing “security interest” (as defined in the Relevant UCC) in the Receivables in favor of the DepositorGrantor Trust, which security interest is prior to all other Liens created by the Issuer (other than the Lien created by the Indenture) and is enforceable as such against creditors of and purchasers from the Seller. The Receivables constitute “tangible chattel paper” or “electronic chattel paper” (each as defined in the Relevant UCC or, if such terms are not separately defined in the Relevant UCC, “chattel paper”). The Seller Issuer has caused or will cause prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law necessary to perfect the security interest in the Receivables granted to the Depositor Grantor Trust under this Receivables Purchase Contribution Agreement. Other than the security interest interests granted to under the Depositor under this Receivables Purchase AgreementTransaction Documents, the Seller Issuer has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser)Receivables. The Seller Issuer has not authorized the filing of, and is not aware of any financing statements against the Seller Issuer that include a description of, collateral covering the Receivables other than any financing statement relating to the security interest interests granted to under the Depositor under this Receivables Purchase Agreement Transaction Documents or that has been terminated. The motor vehicle retail installment sale contracts that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer Issuer, the Grantor Trust or the Indenture Trustee. The Seller Issuer is not aware of any material judgment or tax lien filings against the SellerIssuer. The Seller Issuer has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Depositor, the Grantor Trust or the Indenture Trustee.

Security Interest Matters. (a) The Issuer represents and warrants to the Indenture Trustee as of the Closing Date: (i) This Receivables Purchase Agreement Indenture creates a valid and continuing “security interest” (as defined in the Relevant applicable UCC) in the Receivables in favor of the DepositorIndenture Trustee, which security interest is prior to all other Liens Liens, and is enforceable as such against creditors of and purchasers from the Seller. Issuer. (ii) The Issuer has taken all steps necessary to perfect its security interest against the Obligor in the Financed Equipment. (iii) The Receivables constitute “tangible chattel paper” or, in the case of Receivables relating to Dealer Loans, “accounts”, instruments” or “electronic chattel paperpayment intangibles” within the meaning of the applicable UCC. (each as defined in the Relevant UCC). iv) The Seller Issuer has caused or will cause on or prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law Applicable Law necessary to perfect the security interest in the Receivables granted to the Depositor under this Indenture Trustee hereunder. (v) The Issuer owns and has good and marketable title to the Receivables Purchase Agreement. free and clear of any Lien, claim or encumbrance of any Person. (vi) All original executed copies of each loan agreement or installment sales contract that constitute or evidence those Receivables that constitute tangible chattel paper have been delivered to the Servicer, as custodian for the Indenture Trustee. (vii) The Issuer 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 Indenture Trustee. (viii) Other than the security interest granted to the Depositor under Indenture Trustee pursuant to this Receivables Purchase AgreementIndenture, the Seller Issuer has not pledged, assigned, sold, granted a security interest in in, or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser)Receivables. The Seller Issuer has not authorized the filing of, of and is not aware of any financing statements against the Seller Indenture Trustee that include a description of, of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Depositor under this Receivables Purchase Agreement Indenture Trustee hereunder or that has been terminated. The motor vehicle retail Issuer is not aware of any judgment or tax lien filings against the Issuer. (ix) None of the loan agreements or installment sale sales contracts that constitute or evidence the Receivables do not have has any marks or notations indicating that they have it has been pledged, assigned assigned, or otherwise conveyed to any Person other than the Depositor, Indenture Trustee. (b) All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee contain a statement substantially to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture Trustee”.

Security Interest Matters. This Receivables Purchase Agreement creates a valid and continuing “security interest” (as defined in the Relevant UCC) in the Receivables in favor of the Depositor, which security interest is prior to all other Liens and is enforceable as such against creditors of and purchasers from the Seller. The Receivables constitute “tangible chattel paper” or “electronic chattel paper” (each as defined in the Relevant UCC). The Seller has caused or will cause prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law necessary to perfect the security interest in the Receivables granted to the Depositor under this Receivables Purchase Agreement. Other than the security interest granted to the Depositor under this Receivables Purchase Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser). The Seller has not authorized the filing of, of and is not aware of any financing statements against the Seller that include a description of, of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Depositor under this Receivables Purchase Agreement or that has been terminated. The motor vehicle retail installment sale contracts that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture Trustee.

Security Interest Matters. This Receivables Purchase RRAC hereby represents and warrants for the benefit of Sequoia and the Trustee (as defined in the Pooling and Servicing Agreement, dated as of March 1, 2012 (as in effect on the date of execution hereof, the “Pooling and Servicing Agreement”) among Sequoia, as depositor, W▇▇▇▇ Fargo Bank, N.A., as master servicer and securities administrator, and U.S. Bank National Association, as trustee) (as assignee of Sequoia): (i) Section 5 of this Agreement creates a valid and continuing “security interest” interest (as defined in the Relevant applicable UCC) in the Receivables Mortgage Loans in favor of the DepositorSequoia, which security interest is prior to all other Liens Liens, and is enforceable as such as against creditors of and purchasers from RRAC; (ii) the Seller. The Receivables Mortgage Notes constitute “tangible chattel paperinstruments” or “electronic chattel paper” within the meaning of the applicable UCC; (each as defined in the Relevant UCC). The Seller has caused or will cause iii) RRAC, immediately prior to the Closing Date the filing its transfer of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions Mortgage Loans under applicable law necessary to perfect the security interest in the Receivables granted this Agreement, will own and have good, valid and marketable title to the Depositor under this Receivables Purchase Agreement. Other Mortgage Loans free and clear of any Lien, claim or encumbrance of any Person; (iv) RRAC has received all consents and approvals required by the terms of the Mortgage Loans to the sale of the Mortgage Loans hereunder to Sequoia; (v) all original executed copies of each Mortgage Note that constitute or evidence the Mortgage Loans have been delivered to the Custodian (as assignee of Sequoia); (vi) RRAC has received a written acknowledgment from the Custodian that such Custodian is holding the Mortgage Notes that constitute or evidence the Mortgage Loans solely on behalf and for the benefit of Sequoia or its assignee; (vii) other than the ownership or security interest granted to Sequoia pursuant to this Agreement and security interests granted to lenders which will be automatically released on the Depositor under this Receivables Purchase AgreementClosing Date, the Seller RRAC has not pledged, assigned, sold, granted a security interest in in, or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser). The Seller Mortgage Loans; RRAC has not authorized the filing of, of and is not aware of any financing statements against the Seller it that include a description of, of collateral covering the Receivables Mortgage Loans other than any financing statement relating to the ownership or security interest granted to the Depositor under this Receivables Purchase Agreement Sequoia hereunder or that has been terminated. The motor vehicle retail installment will be automatically released upon the sale contracts to Sequoia; (viii) RRAC is not aware of any judgment or tax lien filing against itself; and (ix) none of the Mortgage Notes that constitute or evidence the Receivables do not Mortgage Loans have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture TrusteeSequoia.

Security Interest Matters. This Receivables Purchase Agreement creates a valid and continuing “security interest” (as defined in the Relevant UCC) in the Receivables in favor of the Depositor, which security interest is prior to all other Liens and is enforceable as such against creditors of and purchasers from the Seller. The Receivables constitute “tangible chattel paper” or “electronic chattel paper” (each as defined in the Relevant UCC or, if such terms are not separately defined in the Relevant UCC, “chattel paper”). The Seller has caused or will cause on or prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law necessary to perfect the security interest in the Receivables granted to the Depositor under this Receivables Purchase Agreement. Other than the security interest granted to the Depositor under this Receivables Purchase Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser). 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 Depositor under this Receivables Purchase Agreement or that has been terminated. The motor vehicle retail installment sale contracts that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture Trustee.

Security Interest Matters. This Receivables Purchase Agreement creates a valid and continuing “security interest” (as defined in the Relevant UCC) in the Receivables in favor of the Depositor, which security interest is prior to all other Liens and is enforceable as such against creditors of and purchasers from the Seller. The Receivables constitute “tangible chattel paper” or “electronic chattel paper” (each as defined in the Relevant UCC). The Seller has caused or will cause prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law necessary to perfect the security interest in the Receivables granted to the Depositor under this Receivables Purchase Agreement. Other than the security interest granted to the Depositor under this Receivables Purchase Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser). The Seller has not authorized the filing of, of and is not aware of any financing statements against the Seller that include a description of, of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Depositor under this Receivables Purchase Agreement or that has been terminated. The motor vehicle retail installment sale contracts that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture Trustee.

Security Interest Matters. This Receivables Purchase RRAC hereby represents and warrants for the benefit of Sequoia and the Trustee (as defined in the Pooling and Servicing Agreement, dated as of [date] (as in effect on the date of execution hereof, the “Pooling and Servicing Agreement”) among Sequoia, as depositor, [Master Servicer Name], as master servicer, [Securities Administrator Name], as securities administrator, and [Trustee Name], as trustee) (as assignee of Sequoia): (i) Section 5 of this Agreement creates a valid and continuing “security interest” interest (as defined in the Relevant applicable UCC) in the Receivables Mortgage Loans in favor of the DepositorSequoia, which security interest is prior to all other Liens Liens, and is enforceable as such as against creditors of and purchasers from RRAC; (ii) the Seller. The Receivables Mortgage Notes constitute “tangible chattel paperinstruments” or “electronic chattel paper” within the meaning of the applicable UCC; (each as defined in the Relevant UCC). The Seller has caused or will cause iii) RRAC, immediately prior to the Closing Date the filing its transfer of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions Mortgage Loans under applicable law necessary to perfect the security interest in the Receivables granted this Agreement, will own and have good, valid and marketable title to the Depositor under this Receivables Purchase Agreement. Other Mortgage Loans free and clear of any Lien, claim or encumbrance of any Person; (iv) RRAC has received all consents and approvals required by the terms of the Mortgage Loans to the sale of the Mortgage Loans hereunder to Sequoia; (v) all original executed copies of each Mortgage Note that constitute or evidence the Mortgage Loans have been delivered to the Custodian (as assignee of Sequoia); (vi) RRAC has received a written acknowledgment from the Custodian that such Custodian is holding the Mortgage Notes that constitute or evidence the Mortgage Loans solely on behalf and for the benefit of Sequoia or its assignee; (vii) other than the ownership or security interest granted to Sequoia pursuant to this Agreement and security interests granted to lenders which will be automatically released on the Depositor under this Receivables Purchase AgreementClosing Date, the Seller RRAC has not pledged, assigned, sold, granted a security interest in in, or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser). The Seller Mortgage Loans; RRAC has not authorized the filing of, of and is not aware of any financing statements against the Seller it that include a description of, of collateral covering the Receivables Mortgage Loans other than any financing statement relating to the ownership or security interest granted to the Depositor under this Receivables Purchase Agreement Sequoia hereunder or that has been terminated. The motor vehicle retail installment will be automatically released upon the sale contracts to Sequoia; (viii) RRAC is not aware of any judgment or tax lien filing against itself; and (ix) none of the Mortgage Notes that constitute or evidence the Receivables do not Mortgage Loans have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture TrusteeSequoia.

Security Interest Matters. This Receivables Purchase RRAC hereby represents and warrants for the benefit of Sequoia and the Trustee (as defined in the Pooling and Servicing Agreement, dated as of February 1, 2011 (as in effect on the date of execution hereof, the “Pooling and Servicing Agreement”) among Sequoia, as depositor, W▇▇▇▇ Fargo Bank, N.A., as master servicer and securities administrator, and Citibank, N.A., as trustee) (as assignee of Sequoia): (i) this Agreement creates a valid and continuing “security interest” interest (as defined in the Relevant applicable UCC) in the Receivables Mortgage Loans in favor of the DepositorSequoia, which security interest is prior to all other Liens Liens, and is enforceable as such as against creditors of and purchasers from RRAC; (ii) the Seller. The Receivables Mortgage Notes constitute “tangible chattel paperinstruments” or “electronic chattel paper” within the meaning of the applicable UCC; (each as defined in the Relevant UCC). The Seller has caused or will cause iii) RRAC, immediately prior to the Closing Date the filing its transfer of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions Mortgage Loans under applicable law necessary to perfect the security interest in the Receivables granted this Agreement, will own and have good, valid and marketable title to the Depositor under this Receivables Purchase Agreement. Other Mortgage Loans free and clear of any Lien, claim or encumbrance of any Person; (iv) RRAC has received all consents and approvals required by the terms of the Mortgage Loans to the sale of the Mortgage Loans hereunder to Sequoia; (v) all original executed copies of each Mortgage Note that constitute or evidence the Mortgage Loans have been delivered to the Custodian (as assignee of Sequoia); (vi) RRAC has received a written acknowledgment from the Custodian that such Custodian is holding the Mortgage Notes that constitute or evidence the Mortgage Loans solely on behalf and for the benefit of Sequoia or its assignee; (vii) other than the security interest granted to Sequoia pursuant to this Agreement and security interests granted to lenders which will be automatically released on the Depositor under this Receivables Purchase AgreementClosing Date, the Seller RRAC has not pledged, assigned, sold, granted a security interest in in, or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser). The Seller Mortgage Loans; RRAC has not authorized the filing of, of and is not aware of any financing statements against the Seller it that include a description of, of collateral covering the Receivables Mortgage Loans other than any financing statement relating to the security interest granted to the Depositor under this Receivables Purchase Agreement Sequoia hereunder or that has been terminated. The motor vehicle retail installment will be automatically released upon the sale contracts to Sequoia; (viii) RRAC is not aware of any judgment or tax lien filing against itself; and (ix) none of the Mortgage Notes that constitute or evidence the Receivables do not Mortgage Loans have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture TrusteeSequoia.

Security Interest Matters. This Receivables Purchase Agreement creates a valid and continuing “security interest” (as defined in the Relevant UCC) in the Receivables in favor of the DepositorTrust, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the SellerDepositor. The Receivables constitute “tangible chattel paper” or “electronic chattel paper” (each as defined in the Relevant UCC or, if such terms are not separately defined in the Relevant UCC, “chattel paper”). The Seller Depositor owns and has good and marketable title to the Receivables free and clear of any Lien, claim or encumbrance of any Person. The Depositor has caused or will cause on or prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law necessary to perfect the security interest in the Receivables granted to the Depositor Trust under this Receivables Purchase Agreement. Other than the security interest granted to the Depositor Trust under this Receivables Purchase Agreement, the Seller Depositor has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser)Receivables. The Seller Depositor has not authorized the filing of, of and is not aware of any financing statements against the Seller Depositor that include a description of, of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Depositor Trust under this Receivables Purchase Agreement or that has been terminated. The motor vehicle retail installment sale contracts that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller Depositor is not aware of any material judgment or tax lien filings against the SellerDepositor. The security interest of the Seller in each Financed Vehicle has not been validly assigned by the Depositor to the Trust. Neither the Depositor nor a custodian or vaulting agent thereof has communicated, and nor will not they communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture Trustee.

Security Interest Matters. This Receivables Purchase RRAC hereby represents and warrants for the benefit of Sequoia and the Trustee (as defined in the Pooling and Servicing Agreement, dated as of June 1, 2013 (as in effect on the date of execution hereof, the “Pooling and Servicing Agreement”) among Sequoia, as depositor, CitiMortgage, Inc., as master servicer, Citibank, N.A., as securities administrator, and Wilmington Trust, National Association, as trustee) (as assignee of Sequoia): (i) Section 5 of this Agreement creates a valid and continuing “security interest” interest (as defined in the Relevant applicable UCC) in the Receivables Mortgage Loans in favor of the DepositorSequoia, which security interest is prior to all other Liens Liens, and is enforceable as such as against creditors of and purchasers from RRAC; (ii) the Seller. The Receivables Mortgage Notes constitute “tangible chattel paperinstruments” or “electronic chattel paper” within the meaning of the applicable UCC; (each as defined in the Relevant UCC). The Seller has caused or will cause iii) RRAC, immediately prior to the Closing Date the filing its transfer of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions Mortgage Loans under applicable law necessary to perfect the security interest in the Receivables granted this Agreement, will own and have good, valid and marketable title to the Depositor under this Receivables Purchase Agreement. Other Mortgage Loans free and clear of any Lien, claim or encumbrance of any Person; (iv) RRAC has received all consents and approvals required by the terms of the Mortgage Loans to the sale of the Mortgage Loans hereunder to Sequoia; (v) all original executed copies of each Mortgage Note that constitute or evidence the Mortgage Loans have been delivered to the Custodian (as assignee of Sequoia); (vi) RRAC has received a written acknowledgment from the Custodian that such Custodian is holding the Mortgage Notes that constitute or evidence the Mortgage Loans solely on behalf and for the benefit of Sequoia or its assignee; (vii) other than the ownership or security interest granted to Sequoia pursuant to this Agreement and security interests granted to lenders which will be automatically released on the Depositor under this Receivables Purchase AgreementClosing Date, the Seller RRAC has not pledged, assigned, sold, granted a security interest in in, or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser). The Seller Mortgage Loans; RRAC has not authorized the filing of, of and is not aware of any financing statements against the Seller it that include a description of, of collateral covering the Receivables Mortgage Loans other than any financing statement relating to the ownership or security interest granted to the Depositor under this Receivables Purchase Agreement Sequoia hereunder or that has been terminated. The motor vehicle retail installment will be automatically released upon the sale contracts to Sequoia; (viii) RRAC is not aware of any judgment or tax lien filing against itself; and (ix) none of the Mortgage Notes that constitute or evidence the Receivables do not Mortgage Loans have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture TrusteeSequoia.

Security Interest Matters. This Receivables Purchase Agreement creates a valid and continuing “security interest” (as defined in the Relevant UCC) in the Receivables in favor of the Depositor, which security interest is prior to all other Liens and is enforceable as such against creditors of and purchasers from the Seller. The Receivables constitute “tangible chattel paper” or “electronic chattel paper” (each as defined in the Relevant UCC or, if such terms are not separately defined in the Relevant UCC, “chattel paper”). The Seller has caused or will cause prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law necessary to perfect the security interest in the Receivables granted to the Depositor under this Receivables Purchase Agreement. Other than the security interest granted to the Depositor under this Receivables Purchase Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser). 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 Depositor under this Receivables Purchase Agreement or that has been terminated. The motor vehicle retail installment sale contracts that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer Issuer[, the Grantor Trust] or the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the [Issuer, the Grantor] Trust or the Indenture Trustee.

Security Interest Matters. (a) The Issuer represents and warrants to the Indenture Trustee as of the Closing Date: (i) This Receivables Purchase Agreement creates a valid and continuing “security interest” (as defined in the Relevant applicable UCC) in the Receivables in favor of the DepositorIndenture Trustee, which security interest is prior to all other Liens Liens, and is enforceable as such against creditors of and purchasers from the Seller. Issuer. (ii) The Issuer has taken all steps necessary to perfect its security interest against the Obligor in the Financed Vehicles. (iii) The Receivables constitute “tangible chattel paper” or “electronic chattel paper” within the meaning of the applicable UCC. (each as defined in the Relevant UCC). iv) The Seller Issuer has caused or will cause on or prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law Applicable Law necessary to perfect the security interest in the Receivables granted to the Depositor under this Indenture Trustee hereunder. (v) The Issuer owns and has good and marketable title to the Receivables Purchase Agreement. free and clear of any Lien, claim or encumbrance of any Person. (vi) All original executed copies of each loan agreement and installment sales contract that constitute or evidence those Receivables that are “tangible chattel paper” have been delivered to the Servicer, as custodian for the Indenture Trustee. (vii) The Issuer 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 Indenture Trustee. (viii) Other than the security interest granted to the Depositor under Indenture Trustee pursuant to this Receivables Purchase AgreementIndenture, the Seller Issuer has not pledged, assigned, sold, granted a security interest in in, or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser)Receivables. The Seller Issuer has not authorized the filing of, of and is not aware of any financing statements against the Seller Indenture Trustee that include a description of, of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Depositor under this Receivables Purchase Agreement Indenture Trustee hereunder or that has been terminated. The motor vehicle retail Issuer is not aware of any judgment or tax lien filings against the Issuer. (ix) None of the loan agreements or installment sale sales contracts that constitute or evidence the Receivables do not have has any marks or notations indicating that they have it has been pledged, assigned assigned, or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller is foregoing representations and warranties may not aware of any material judgment be waived and will survive until this Indenture has been discharged. (b) All financing statements filed or tax lien filings to be filed against the Seller. The Seller has not communicated, and Issuer in favor of the Indenture Trustee contain a statement substantially to the following effect: “A purchase of or security interest in any collateral described in this financing statement will not communicate, an “authoritative copy” (as defined in violate the Relevant UCC) rights of any Receivable to any Person other than the Servicer, the Trust or the Indenture Trustee”.

Security Interest Matters. This Receivables Purchase Agreement creates a valid and continuing “security interest” (as defined in the Relevant UCC) in the Receivables in favor of the DepositorTrust, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the SellerDepositor. The Receivables constitute “tangible chattel paper” or “electronic chattel paper” (each as defined in the Relevant UCC or, if such terms are not separately defined in the Relevant UCC, “chattel paper”). The Seller Depositor owns and has good and marketable title to the Receivables free and clear of any Lien, claim or encumbrance of any Person. The Depositor has caused or will cause on or prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law necessary to perfect the security interest in the Receivables granted to the Depositor Trust under this Receivables Purchase Agreement. Other than the security interest granted to the Depositor Trust under this Receivables Purchase Agreement, the Seller Depositor has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser)Receivables. The Seller Depositor has not authorized the filing of, of and is not aware of any financing statements against the Seller Depositor that include a description of, of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Depositor Trust under this Receivables Purchase Agreement or the security that has been terminated. The motor vehicle retail installment sale contracts that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller Depositor is not aware of any material judgment or tax lien filings against the SellerDepositor. The security interest of the Seller in each Financed Vehicle has not been validly assigned by the Depositor to the Trust. Neither the Depositor nor a custodian or vaulting agent thereof has communicated, and nor will not they communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust Trust[, the Grantor Trust] or the Indenture Trustee.

Security Interest Matters. (a) This Receivables Purchase Agreement Indenture creates a valid and continuing “"security interest” " (as defined in the Relevant UCC) in the Receivables in favor of the DepositorIndenture Trustee, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the SellerIssuer. With respect to each Receivable, the Issuer has taken all steps necessary to perfect its security interest against the related Obligor in the related Financed Vehicle. (b) The Receivables constitute “"tangible chattel paper” or “electronic chattel paper” " (each as defined in the Relevant UCC). The Seller Issuer has caused or will cause on or prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law necessary to perfect the security interest in the Receivables granted to the Depositor under this Receivables Purchase AgreementIndenture Trustee hereunder. Other than the security interest granted to the Depositor under this Receivables Purchase AgreementIndenture Trustee hereunder, the Seller Issuer has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser)Receivables. The Seller Issuer has not authorized the filing of, of and is not aware of any financing statements against the Seller Issuer that include a description of, of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Depositor under this Receivables Purchase Agreement Indenture Trustee hereunder or that has been terminated. The motor vehicle retail installment sale contracts and installment loans that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller Issuer is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and Issuer. (c) All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee contain a statement substantially to the following effect: "A purchase of or security interest in any collateral described in this financing statement will not communicate, an “authoritative copy” (as defined in violate the Relevant UCC) rights of any Receivable to any Person other than the Servicer, the Trust or the Indenture Trustee".

Security Interest Matters. This The Receivables Purchase Agreement ------------------------- creates a valid and continuing “"security interest” " (as defined in the Relevant UCC) in the Receivables in favor of the Depositor, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Seller. The Receivables constitute “"tangible chattel paper” or “electronic chattel paper” " (each as defined in the Relevant UCC). The Seller has caused or will cause prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law necessary to perfect the security interest in the Receivables granted to the Depositor under this the Receivables Purchase Agreement. Other than the security interest granted to the Depositor under this the Receivables Purchase Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser)Receivables. The Seller has not authorized the filing of, of and is not aware of any financing statements against the Seller that include a description of, of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Depositor under this Receivables Purchase the Sale and Servicing Agreement or that has been terminated. The motor vehicle retail installment sale contracts that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer Trust or the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture Trustee.

Security Interest Matters. (a) The Issuer represents and warrants to the Indenture Trustee as of the Closing Date: (i) This Receivables Purchase Agreement creates a valid and continuing “security interest” (as defined in the Relevant applicable UCC) in the Receivables in favor of the DepositorIndenture Trustee, which security interest is prior to all other Liens Liens, and is enforceable as such against creditors of and purchasers from the Seller. Issuer. (ii) The Issuer has taken all steps necessary to perfect its security interest against the Obligor in the Financed Vehicles. (iii) The Receivables constitute “tangible chattel paper” or “electronic chattel paper” within the meaning of the applicable UCC. (each as defined in the Relevant UCC). iv) The Seller Issuer has caused or will cause on or prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law Applicable Law necessary to perfect the security interest in the Receivables granted to the Depositor under this Indenture Trustee hereunder. (v) The Issuer owns and has good and marketable title to the Receivables Purchase Agreement. free and clear of any Lien, claim or encumbrance of any Person. (vi) All original executed copies of each loan agreement and installment sales contract that constitute or evidence those Receivables that are “tangible chattel paper” have been delivered to the Servicer, as custodian for the Indenture Trustee. (vii) The Issuer 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 Indenture Trustee. (viii) The Issuer 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 Indenture Trustee. (ix) Other than the security interest granted to the Depositor under Indenture Trustee pursuant to this Receivables Purchase AgreementIndenture, the Seller Issuer has not pledged, assigned, sold, granted a security interest in in, or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser)Receivables. The Seller Issuer has not authorized the filing of, of and is not aware of any financing statements against the Seller Indenture Trustee that include a description of, of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Depositor under this Receivables Purchase Agreement Indenture Trustee hereunder or that has been terminated. The motor vehicle retail Issuer is not aware of any judgment or tax lien filings against the Issuer. (x) None of the loan agreements or installment sale sales contracts that constitute or evidence the Receivables do not have has any marks or notations indicating that they have it has been pledged, assigned assigned, or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller is foregoing representations and warranties may not aware of any material judgment be waived and will survive until this Indenture has been discharged. (b) All financing statements filed or tax lien filings to be filed against the Seller. The Seller has not communicated, and Issuer in favor of the Indenture Trustee contain a statement substantially to the following effect: “A purchase of or security interest in any collateral described in this financing statement will not communicate, an “authoritative copy” (as defined in violate the Relevant UCC) rights of any Receivable to any Person other than the Servicer, the Trust or the Indenture Trustee”.

Security Interest Matters. This Receivables Purchase Agreement creates a valid and continuing “security interest” (as defined in the Relevant UCC) in the Receivables in favor of the Depositor, which security interest is prior to all other Liens and is enforceable as such against creditors of and purchasers from the Seller. The Receivables constitute “tangible chattel paper” or “electronic chattel paper” (each as defined in the Relevant UCC or, if such terms are not separately defined in the Relevant UCC, “chattel paper”). The Seller has caused or will cause on or prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law necessary to perfect the security interest in the Receivables granted to the Depositor under this Receivables Purchase Agreement. Other than the security interest granted to the Depositor under this Receivables Purchase Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser). 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 Depositor under this Receivables Purchase Agreement or that has been terminated. The motor vehicle retail installment sale contracts that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer Issuer[, the Grantor Trust] or the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the [Issuer, the Grantor] Trust or the Indenture Trustee.