Examples of MBFS USA in a sentence
The Depositor and MBFS USA shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor or MBFS USA with respect thereto.
Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, MBFS USA or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction.
If for any reason the purchase of the Underwritten Notes by the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by the Depositor pursuant to Section 7 of this Agreement and the respective obligations of the Depositor, MBFS USA and the Underwriters pursuant to Section 11 of this Agreement shall remain in effect.
For purposes of this Section, the Depositor and MBFS USA shall jointly make each of the covenants set forth below in clauses (b), (c), (f), (g), (i) and (j) and the entity specified in the covenant below shall make the covenants set forth in all of the other clauses below.
Any review by the Underwriters of the Depositor, MBFS USA, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or MBFS USA.
The Depositor and MBFS USA acknowledge and agree that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and MBFS USA with respect to the offering of the Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, MBFS USA or any other person.
The asset representations review will be performed by the Asset Representations Reviewer (as defined below) under an Asset Representations Review Agreement (the "Asset Representations Review Agreement"), dated as of May 1, 2024 among Xxxxxxx Fixed Income Services LLC, a Delaware limited liability company, as asset representations reviewer (the "Asset Representations Reviewer"), the Issuing Entity and MBFS USA, as Administrator and Servicer.
The Depositor and MBFS USA, as applicable, each covenants and agrees with each of the Underwriters as set forth below.
Mercedes-Benz Vehicle Trust, the titling trust (the "Titling Trust"), is governed by the Amended and Restated Trust Agreement (as amended and supplemented from time to time, the "Titling Trust Agreement"), dated as of January 31, 2023, among Mercedes-Benz Financial Services USA LLC ("MBFS USA"), as titling trust administrator, Mercedes-Benz Trust Holdings LLC, as initial beneficiary (the "Initial Beneficiary") and BNY Mellon Trust of Delaware, as trustee (the "Titling Trustee").
Xxxxxxx; if sent to MBFS USA, will be mailed, delivered or telegraphed, and confirmed to it at Mercedes-Benz Financial Services USA LLC, 00000 X.