Covenants of the Seller. The Seller covenants with the Purchaser as follows:
Covenants of the Seller. The Seller hereby covenants that, except for the transfer hereunder, it will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on any Mortgage Loan, or any interest therein; it will notify the Trustee, as assignee of the Purchaser, of the existence of any Lien on any Mortgage Loan immediately upon discovery thereof; and it will defend the right, title and interest of the Trust, as assignee of the Purchaser, in, to and under the Mortgage Loans, against all claims of third parties claiming through or under the Seller; provided, however, that nothing in this Section 4.01 shall prevent or be deemed to prohibit the Seller from suffering to exist upon any of the Mortgage Loans any Liens for municipal or other local taxes and other governmental charges if such taxes or governmental charges shall not at the time be due and payable or if the Seller shall currently be contesting the validity thereof in good faith by appropriate proceedings and shall have set aside on its books adequate reserves with respect thereto.
Covenants of the Seller. The Seller hereby covenants that:
Covenants of the Seller. The Seller covenants and agrees with the several Underwriters that:
Covenants of the Seller. The Seller agrees with the Purchaser as follows; provided, however, that, to the extent that any provision of this ARTICLE V conflicts with any provision of the Sale and Servicing Agreement, the Sale and Servicing Agreement shall govern:
Covenants of the Seller. The Seller agrees with the Depositor and the Indenture Trustee as follows:
Covenants of the Seller. The Seller hereby covenants and agrees with the Purchaser that, from the date hereof until the termination of this Agreement, unless the Purchaser otherwise consents in writing:
Covenants of the Seller. The Seller hereby covenants with the Purchaser between the date of this Agreement and the Closing Date as follows:
Covenants of the Seller. Section 5.01. Protection of Right, Title and Interest in, to and Under the Receivables 9 Section 5.02. Security Interests 11 Section 5.03. Delivery of Payments 11 Section 5.04. No Impairment 11 Section 5.05. Costs and Expenses 11 Section 5.06. Sale 11 Section 5.07. Hold Harmless 11 Page ARTICLE SIX MISCELLANEOUS PROVISIONS Section 6.01. Amendment 12 Section 6.02. Termination 12 Section 6.03. GOVERNING LAW 12 Section 6.04. WAIVER OF JURY TRIAL 12 Section 6.05. Notices 13 Section 6.06. Severability 13 Section 6.07. Further Assurances 13 Section 6.08. Waivers 13 Section 6.09. Counterparts 13 Section 6.10. Successors and Assigns 14 Section 6.11. Table of Contents and Headings 14 Section 6.12. Representations, Warranties and Agreements to Survive 14 Section 6.13. No Petition 14 Section 6.14. Electronic Signatures 14 SCHEDULES Schedule A – Schedule of Receivables SA-1 EXHIBITS Exhibit A – Representations and Warranties as to the Receivables A-1 Exhibit B – Form of First-Tier Assignment B-1 This RECEIVABLES PURCHASE AGREEMENT, dated as of April 1, 2024 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is between DAIMLER TRUCK FINANCIAL SERVICES USA LLC, a Delaware limited liability company (“DTFS USA”), as seller (the “Seller”), and DAIMLER TRUCKS RETAIL RECEIVABLES LLC, a Delaware limited liability company (“Daimler Trucks Retail Receivables”), as purchaser (the “Purchaser”).
