Common use of Survival of Representations and Obligations Clause in Contracts

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor or MBFS USA or any of their officers and each of the Underwriters set forth in or made pursuant to this Agreement or contained in certificates of officers of the Depositor or MBFS USA submitted pursuant hereto shall survive delivery of and payment for the Underwritten Notes and shall remain operative and in full force and effect, regardless of any investigation or statement as to the results thereof made by or on behalf of any Underwriter or of the Depositor or MBFS USA or any of their respective representatives, officers or directors or any controlling person. 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. In addition, if the Underwriters decline to purchase the Underwritten Notes due to the failure of the satisfaction of any of the conditions precedent set forth in Section 8, the Depositor will reimburse any Underwriter, upon demand, for all reasonable out-of-pocket expenses reasonably incurred by it in connection with the offering of the Underwritten Notes (including the fees and disbursements of counsel to the Underwriters).

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor or MBFS USA or any of their officers and each of the Underwriters set forth in or made pursuant to this Agreement or contained in certificates of officers of the Depositor or MBFS USA submitted pursuant hereto shall survive delivery of and payment for the Underwritten Notes and shall remain operative and in full force and effect, regardless of any investigation or statement as to the results thereof made by or on behalf of any Underwriter or of the Depositor or MBFS USA or any of their respective representatives, officers or directors or any controlling person. 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 12 of this Agreement shall remain in effect. In addition, if the Underwriters decline to purchase the Underwritten Notes due to the failure of the satisfaction of any of the conditions precedent set forth in Section 8, the Depositor will reimburse any Underwriter, upon demand, for all reasonable out-of-pocket expenses reasonably incurred by it in connection with the offering of the Underwritten Notes (including the fees and disbursements of counsel to the Underwriters).

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor or MBFS USA Seller and Case Credit or any of their officers and each of the Underwriters set forth in or made pursuant to this Agreement and the Term Sheet Letters or contained in certificates of officers of the Depositor or MBFS USA Seller submitted pursuant hereto shall survive delivery of and payment for the Underwritten Notes and shall remain operative and in full force and effect, regardless of (i) any termination of this Agreement, (ii) any investigation or statement as to the results thereof made by or on behalf of any Underwriter or of the Depositor or MBFS USA Seller or any of their respective representatives, officers or directors or any controlling person, and (iii) delivery of and payment for the Underwritten Notes. If for any reason the purchase of the Underwritten Notes by the Underwriters is not consummated, the Depositor Seller shall remain responsible for the expenses to be paid or reimbursed by the Depositor Seller pursuant to Section 7 of this Agreement 6 and the respective obligations of the Depositor, MBFS USA Seller and the Underwriters pursuant to Section 11 of this Agreement 8 shall remain in effect. In addition, if If for any reason the Underwriters decline to purchase of the Underwritten Notes due by the Underwriters is not consummated (other than because of a failure to the failure of the satisfaction of any of satisfy the conditions precedent set forth in items (ii), (iv) or (v) of Section 87(d)), the Depositor Seller will reimburse any Underwriter, upon demand, for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it in connection with the offering of the Underwritten Notes (including Notes. Nothing contained in this Section 11 shall limit the fees and disbursements recourse of counsel to the Seller against the Underwriters).

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor or MBFS USA Seller and Case Credit or any of their officers and each of the Underwriters set forth in or made pursuant to this Agreement or contained in certificates of officers of the Depositor or MBFS USA Seller submitted pursuant hereto shall survive delivery of and payment for the Underwritten Notes and shall remain operative and in full force and effect, regardless of (i) any termination of this Agreement, (ii) any investigation or statement as to the results thereof made by or on behalf of any Underwriter or of the Depositor or MBFS USA Seller or any of their respective representatives, officers or directors or any controlling person, and (iii) delivery of and payment for the Notes. If for any reason the purchase of the Underwritten Notes by the Underwriters is not consummated, the Depositor Seller shall remain responsible for the expenses to be paid or reimbursed by the Depositor Seller pursuant to Section 7 of this Agreement 6 and the respective obligations of the Depositor, MBFS USA Seller and the Underwriters pursuant to Section 11 of this Agreement 8 shall remain in effect. In addition, if If for any reason the purchase of the Notes by the Underwriters decline is not consummated (other than because of a failure to purchase the Underwritten Notes due to the failure of the satisfaction of any of satisfy the conditions precedent set forth in items (ii), (iv) or (v) of Section 87(d)), the Depositor Seller will reimburse any Underwriter, upon demand, for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it in connection with the offering of the Underwritten Notes (including Notes. Nothing contained in this Section 11 shall limit the fees and disbursements recourse of counsel to the Seller against the Underwriters).

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor or MBFS USA or any of their officers and each of the Underwriters set forth in or made pursuant to this Agreement or contained in certificates of officers of the Depositor or MBFS USA submitted pursuant hereto shall survive delivery of and payment for the Underwritten Notes and shall remain operative and in full force and effect, regardless of any investigation or statement as to the results thereof made by or on behalf of any Underwriter or of the Depositor or MBFS USA or any of their respective representatives, officers or directors or any controlling person. 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 6 of this Agreement and the respective obligations of the Depositor, MBFS USA and the Underwriters pursuant to Section 11 10 of this Agreement shall remain in effect. In addition, if the Underwriters decline to purchase the Underwritten Notes due to the failure of the satisfaction of any of the conditions precedent set forth in Section 87, the Depositor will reimburse any Underwriter, upon demand, for all reasonable out-of-pocket expenses reasonably incurred by it in connection with the offering of the Underwritten Notes (including the fees and disbursements of counsel to the Underwriters).

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor or MBFS USA CFSC or any of their officers and each of the Underwriters Underwriter set forth in or made pursuant to this Agreement or contained in certificates of officers of the Depositor or MBFS USA CFSC submitted pursuant hereto shall survive delivery of and payment for the Underwritten Notes and shall remain operative and in full force and effect, regardless of (i) any termination of this Agreement, (ii) any investigation or statement as to the results thereof made by or on behalf of any the Underwriter or of the Depositor or MBFS USA CFSC or any of their respective representatives, officers or directors or any controlling person, and (iii) delivery of and payment for the Class B Notes. If for any reason the purchase of the Underwritten Class B Notes by the Underwriters Underwriter is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by the Depositor pursuant to Section 7 6 of this Agreement and the respective obligations of the Depositor, MBFS USA Depositor and the Underwriters Underwriter pursuant to Section 11 8 of this Agreement shall remain in effect. In addition, if If for any reason the Underwriters decline to purchase the Underwritten Notes due to the failure of the satisfaction Class B Notes by the Underwriter is not consummated (other than because of any of a failure to satisfy the conditions precedent set forth in items (ii), (iv) or (v) of Section 87(d) of this Agreement), the Depositor will reimburse any the Underwriter, upon demand, for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it in connection with the offering of the Underwritten Notes (including Class B Notes. Nothing contained in this Section 10 shall limit the fees and disbursements recourse of counsel to the Underwriters)Depositor against the Underwriter.

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor or MBFS USA CFSC or any of their officers and each of the Underwriters set forth in or made pursuant to this Agreement or contained in certificates of officers of the Depositor or MBFS USA CFSC submitted pursuant hereto shall survive delivery of and payment for the Underwritten Notes and shall remain operative and in full force and effect, regardless of (i) any termination of this Agreement, (ii) any investigation or statement as to the results thereof made by or on behalf of any Underwriter or of the Depositor or MBFS USA CFSC or any of their respective representatives, officers or directors or any controlling person, and (iii) delivery of and payment for the Class A Notes. If for any reason the purchase of the Underwritten Class A 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 6 of this Agreement and the respective obligations of the Depositor, MBFS USA Depositor and the Underwriters pursuant to Section 11 8 of this Agreement shall remain in effect. In addition, if If for any reason the purchase of the Class A Notes by the Underwriters decline is not consummated (other than because of a failure to purchase the Underwritten Notes due to the failure of the satisfaction of any of satisfy the conditions precedent set forth in items (ii), (iv) or (v) of Section 87(d) of this Agreement), the Depositor will reimburse any Underwriter, upon demand, for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it in connection with the offering of the Underwritten Notes (including Class A Notes. Nothing contained in this Section 11 shall limit the fees and disbursements recourse of counsel to the Depositor against the Underwriters).

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Seller or MBFS USA CFSC or any of their officers and each of the Underwriters set forth in or made pursuant to this Agreement or contained in certificates of officers of the Depositor or MBFS USA Seller submitted pursuant hereto shall survive delivery of and payment for the Underwritten Notes and shall remain operative and in full force and effect, regardless of (i) any termination of this Agreement, (ii) any investigation or statement as to the results thereof made by or on behalf of any Underwriter or of the Depositor or MBFS USA Seller or any of their respective representatives, officers or directors or any controlling person, and (iii) delivery of and payment for the Class A Notes. If for any reason the purchase of the Underwritten Class A Notes by the Underwriters is not consummated, the Depositor Seller shall remain responsible for the expenses to be paid or reimbursed by the Depositor Seller pursuant to Section 7 of this Agreement 6 and the respective obligations of the Depositor, MBFS USA Seller and the Underwriters pursuant to Section 11 of this Agreement 8 shall remain in effect. In addition, if If for any reason the purchase of the Class A Notes by the Underwriters decline is not consummated (other than because of a failure to purchase the Underwritten Notes due to the failure of the satisfaction of any of satisfy the conditions precedent set forth in items (ii), (iv) or (v) of Section 87(d)), the Depositor Seller will reimburse any Underwriter, upon demand, for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it in connection with the offering of the Underwritten Notes (including Class A Notes. Nothing contained in this Section 11 shall limit the fees and disbursements recourse of counsel to the Seller against the Underwriters).

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor or MBFS USA or any of their officers and each of the Underwriters set forth in or made pursuant to this Agreement or contained in certificates of officers of the Depositor or MBFS USA submitted pursuant hereto shall survive delivery of and payment for the Underwritten Notes and shall remain operative and in full force and effect, regardless of any investigation or statement as to the results thereof made by or on behalf of any Underwriter or of the Depositor or MBFS USA or any of their respective representatives, officers or directors or any controlling person. 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. In addition, if the Underwriters decline to purchase the Underwritten Notes due to the failure of the satisfaction of any of the conditions precedent set forth in Section 8, the Depositor will reimburse any Underwriter, upon demand, for all reasonable out-of-pocket expenses reasonably incurred by it in connection with the offering of the Underwritten Notes (including the fees and disbursements of counsel to the Underwriters).

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor or MBFS USA Transferor and Case Credit or any of their officers and each of the Underwriters set forth in or made pursuant to this Agreement or contained in certificates of officers of the Depositor or MBFS USA Transferor submitted pursuant hereto shall survive delivery of and payment for the Underwritten Notes and shall remain operative and in full force and effect, regardless of (i) any termination of this Agreement, (ii) any investigation or statement as to the results thereof made by or on behalf of any Underwriter or of the Depositor or MBFS USA Transferor or any of their respective representatives, officers or directors or any controlling person, and (iii) delivery of and payment for the Notes. If for any reason the purchase of the Underwritten Notes by the Underwriters is not consummated, the Depositor Transferor shall remain responsible for the expenses to be paid or reimbursed by the Depositor Transferor pursuant to Section 7 of this Agreement 6 and the respective 15 obligations of the Depositor, MBFS USA Transferor and the Underwriters pursuant to Section 11 of this Agreement 8 shall remain in effect. In addition, if If for any reason the purchase of the Notes by the Underwriters decline is not consummated (other than because of a failure to purchase the Underwritten Notes due to the failure of the satisfaction of any of satisfy the conditions precedent set forth in items (ii), (iv), (v) or (vi) of Section 87(d)), the Depositor Transferor will reimburse any Underwriter, upon demand, for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it in connection with the offering of the Underwritten Notes (including Notes. Nothing contained in this Section 11 shall limit the fees and disbursements recourse of counsel to the Transferor against the Underwriters).

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor or MBFS USA Seller and Case Credit or any of their officers and each of the Underwriters set forth in or made pursuant to this Agreement and the Term Sheet Letters or contained in certificates of officers of the Depositor or MBFS USA Seller submitted pursuant hereto shall survive delivery of and payment for the Underwritten Notes and shall remain operative and in full force and effect, regardless of (i) any termination of this Agreement, (ii) any investigation or statement as to the results thereof made by or on behalf of any Underwriter or of the Depositor or MBFS USA Seller or any of their respective representatives, officers or directors or any controlling person, and (iii) delivery of and payment for the Underwritten Notes. If for any reason the purchase of the Underwritten Notes by the Underwriters is not consummated, the Depositor Seller shall remain responsible for the expenses to be paid or reimbursed by the Depositor Seller pursuant to Section 7 of this Agreement 6 and the respective obligations of the Depositor, MBFS USA Seller and the Underwriters pursuant to Section 11 of this Agreement 8 shall remain in effect. In addition, if If for any reason the Underwriters decline to purchase of the Underwritten Notes due by the Underwriters is not consummated (other than because of a failure to the failure of the satisfaction of any of satisfy the conditions precedent set forth in items (ii), (iv) or (v) of Section 87(d)), the Depositor Seller will reimburse any Underwriter, upon demand, for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it in connection with the offering of the Underwritten Notes (including the fees and disbursements of counsel to the Underwriters).of

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor or MBFS USA CFSC or any of their officers and each of the Underwriters set forth in or made pursuant to this Agreement or contained in certificates of officers of the Depositor or MBFS USA CFSC submitted pursuant hereto shall survive delivery of and payment for the Underwritten Notes and shall remain operative and in full force and effect, regardless of (i) any termination of this Agreement, (ii) any investigation or statement as to the results thereof made by or on behalf of any Underwriter or of the Depositor or MBFS USA CFSC or any of their respective representatives, officers or directors or any controlling person, and (iii) delivery of and payment for the Notes. 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 6 of this Agreement and the respective obligations of the Depositor, MBFS USA Depositor and the Underwriters pursuant to Section 11 8 of this Agreement shall remain in effect. In addition, if If for any reason the purchase of the Notes by the Underwriters decline is not consummated (other than because of a failure to purchase the Underwritten Notes due to the failure of the satisfaction of any of satisfy the conditions precedent set forth in items (ii), (iv) or (v) of Section 87(d) of this Agreement), the Depositor will reimburse any Underwriter, upon demand, for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it in connection with the offering of the Underwritten Notes (including Notes. Nothing contained in this Section 11 shall limit the fees and disbursements recourse of counsel to the Depositor against the Underwriters).

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor or MBFS USA Seller and Case Credit or any of their officers and each of the Underwriters set forth in or made pursuant to this Agreement or contained in certificates of officers of the Depositor or MBFS USA Seller submitted pursuant hereto shall survive delivery of and payment for the Underwritten Notes and shall remain operative and in full force and effect, regardless of (i) any termination of this Agreement, (ii) any investigation or statement as to the results thereof made by or on behalf of any Underwriter or of the Depositor or MBFS USA Seller or any of their respective representatives, officers or directors or any controlling person, and (iii) delivery of and payment for the Underwritten Notes. If for any reason the purchase of the Underwritten Notes by the Underwriters is not consummated, the Depositor Seller shall remain responsible for the expenses to be paid or reimbursed by the Depositor Seller pursuant to Section 7 of this Agreement 6 and the respective obligations of the Depositor, MBFS USA Seller and the Underwriters pursuant to Section 11 of this Agreement 8 shall remain in effect. In addition, if If for any reason the Underwriters decline to purchase of the Underwritten Notes due by the Underwriters is not consummated (other than because of a failure to the failure of the satisfaction of any of satisfy the conditions precedent set forth in items (ii), (iv) or (v) of Section 87(d)), the Depositor Seller will reimburse any Underwriter, upon demand, for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it in connection with the offering of the Underwritten Notes (including Notes. Nothing contained in this Section 11 shall limit the fees and disbursements recourse of counsel to the Seller against the Underwriters).

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of Fifth Third (Ohio) or any of its officers, the Depositor or MBFS USA or any of their officers its officers, and each of the several Underwriters set forth in or made pursuant to this Agreement or contained in certificates of officers of the Depositor or MBFS USA Fifth Third (Ohio) submitted pursuant hereto shall survive delivery of and payment for the Underwritten Notes and shall remain operative and in full force and effect, regardless of any investigation or statement as to the results thereof made by or on behalf of any Underwriter or of the Depositor or MBFS USA Fifth Third (Ohio) or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Notes. If for any reason the purchase of the Underwritten Offered Notes by the Underwriters is not consummated, the Depositor and Fifth Third (Ohio) shall remain responsible for the respective expenses to be paid or reimbursed by the Depositor or Fifth Third (Ohio) pursuant to Section 7 of this Agreement 9 and the respective obligations of the Depositor, MBFS USA Fifth Third (Ohio) and the Underwriters pursuant to Section 11 of this Agreement shall remain in effect. In addition, if If for any reason the purchase of the Offered Notes by the Underwriters decline is not consummated (other than because of a failure to purchase the Underwritten Notes due to the failure of the satisfaction of any of satisfy the conditions precedent set forth in items (ii), (iv), (v) and (vi) of Section 810(c)), the Depositor Fifth Third (Ohio) will reimburse any Underwriterthe Underwriters, upon demand, for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) reasonably incurred by it them in connection with the offering of the Underwritten Notes (including the fees and disbursements of counsel to the Underwriters)Offered Notes.

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor or MBFS USA or any of their officers and each of the Underwriters set forth in or made pursuant to this Agreement or contained in certificates of officers of the Depositor or MBFS USA any Mercedes Party submitted pursuant hereto shall survive delivery of and payment for the Underwritten Notes and shall remain operative and in full force and effect, regardless of any investigation or statement as to the results thereof made by or on behalf of any Underwriter or of the Depositor or MBFS USA or any of their respective representatives, officers or directors or any controlling person. 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 12 of this Agreement shall remain in effect. In addition, if the Underwriters decline to purchase the Underwritten Notes due to the failure of the satisfaction of any of the conditions precedent set forth in Section 8, the Depositor will reimburse any Underwriter, upon demand, for all reasonable out-of-pocket expenses reasonably incurred by it in connection with the offering of the Underwritten Notes (including the fees and disbursements of counsel to the Underwriters).

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor or MBFS USA Transferor and Case Credit or any of their officers and each of the Underwriters set forth in or made pursuant to this Agreement or contained in certificates of officers of the Depositor or MBFS USA Transferor submitted pursuant hereto shall survive delivery of and payment for the Underwritten Notes and shall remain operative and in full force and effect, regardless of (i) any termination of this Agreement, (ii) any investigation or statement as to the results thereof made by or on behalf of any Underwriter or of the Depositor or MBFS USA Transferor or any of their respective representatives, officers or directors or any controlling person, and (iii) delivery of and payment for the Notes. If for any reason the purchase of the Underwritten Notes by the Underwriters is not consummated, the Depositor Transferor shall remain responsible for the expenses to be paid or reimbursed by the Depositor Transferor pursuant to Section 7 of this Agreement 6 and the respective obligations of the Depositor, MBFS USA Transferor and the Underwriters pursuant to Section 11 of this Agreement 8 shall remain in effect. In addition, if If for any reason the purchase of the Notes by the Underwriters decline is not consummated (other than because of a failure to purchase the Underwritten Notes due to the failure of the satisfaction of any of satisfy the conditions precedent set forth in items (ii), (iv), (v) or (vi) of Section 87(d)), the Depositor Transferor will reimburse any Underwriter, upon demand, for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it in connection with the offering of the Underwritten Notes (including Notes. Nothing contained in this Section 11 shall limit the fees and disbursements recourse of counsel to the Transferor against the Underwriters).

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor or MBFS USA or any of their officers and each of the Underwriters set forth in or made pursuant to this Agreement or contained in certificates of officers of the Depositor or MBFS USA submitted pursuant hereto shall survive delivery of and payment for the Underwritten Offered Notes and shall remain operative and in full force and effect, regardless of any investigation or statement as to the results thereof made by or on behalf of any Underwriter or of the Depositor or MBFS USA or any of their respective representatives, officers or directors or any controlling person. If for any reason the purchase of the Underwritten Offered 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 6 of this Agreement and the respective obligations of the Depositor, MBFS USA and the Underwriters pursuant to Section 11 10 of this Agreement shall remain in effect. In addition, if the Underwriters decline to purchase the Underwritten Offered Notes due to the failure of the satisfaction of any of the conditions precedent set forth in Section 87, the Depositor will reimburse any Underwriter, upon demand, for all reasonable out-of-pocket expenses reasonably incurred by it in connection with the offering of the Underwritten Offered Notes (including the fees and disbursements of counsel to the Underwriters).

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor or MBFS USA DCFS or any of their officers and each of the Underwriters set forth in or made pursuant to this Agreement or contained in certificates of officers of the Depositor or MBFS USA DCFS submitted pursuant hereto shall survive delivery of and payment for the Underwritten Notes and shall remain operative and in full force and effect, regardless of any investigation or statement as to the results thereof made by or on behalf of any Underwriter or of the Depositor or MBFS USA DCFS or any of their respective representatives, officers or directors or any controlling person. 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 6 of this Agreement and the respective obligations of the Depositor, MBFS USA DCFS and the Underwriters pursuant to Section 11 10 of this Agreement shall remain in effect. In addition, if the Underwriters decline to purchase the Underwritten Notes due to the failure of the satisfaction of any of the conditions precedent set forth in Section 87, the Depositor will reimburse any Underwriter, upon demand, for all reasonable out-of-pocket expenses reasonably incurred by it in connection with the offering of the Underwritten Notes (including the fees and disbursements of counsel to the Underwriters).

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor or MBFS USA or any of their its officers and each DCFS or its officers and of the Underwriters Underwriter[s] set forth in or made pursuant to this Agreement or contained in certificates of officers of the Depositor or MBFS USA of officers of DCFS submitted pursuant hereto shall survive delivery of and payment for the Underwritten Notes and shall remain operative and in full force and effect, regardless of any investigation or statement as to the results thereof thereof, made by or on behalf of any [the][any] Underwriter or of the Depositor or MBFS USA DCFS or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Notes. If for any reason the purchase of the Underwritten Notes by the Underwriters Underwriter[s] 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 hereof and the respective obligations of the Depositor, MBFS USA Depositor and the Underwriters Underwriter[s] pursuant to Section 11 of this Agreement 9 hereof shall remain in effect. In addition, if If for any reason the Underwriters decline to purchase the Underwritten Notes due to the failure of the satisfaction Notes by the Underwriter[s] is not consummated (other than because of any of a failure to satisfy the conditions precedent set forth in items (ii), (iv), (v) or (vi) of Section 88(d) hereof), the Depositor will reimburse any the Underwriter, upon demand, for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it the Underwriter in connection with the offering of the Underwritten Notes (including Notes. Nothing contained in this Section 12 shall limit the fees and disbursements recourse of counsel to the Underwriters)Depositor against the Underwriter[s].

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor or MBFS USA DTFS or any of their officers and each of the Underwriters set forth in or made pursuant to this Agreement or contained in certificates of officers of the Depositor or MBFS USA DTFS submitted pursuant hereto shall survive delivery of and payment for the Underwritten Notes and shall remain operative and in full force and effect, regardless of any investigation or statement as to the results thereof made by or on behalf of any Underwriter or of the Depositor or MBFS USA DTFS or any of their respective representatives, officers or directors or any controlling person. 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 6 of this Agreement and the respective obligations of the Depositor, MBFS USA DTFS and the Underwriters pursuant to Section 11 10 of this Agreement shall remain in effect. In addition, if the Underwriters decline to purchase the Underwritten Notes due to the failure of the satisfaction of any of the conditions precedent set forth in Section 87, the Depositor will reimburse any Underwriter, upon demand, for all reasonable out-of-pocket expenses reasonably incurred by it in connection with the offering of the Underwritten Notes (including the fees and disbursements of counsel to the Underwriters).