Common use of Additional Representations and Warranties Clause in Contracts

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby represents and warrants that, in accordance with Section 5.07 of the Collateral Agency Agreement: (i) MBVT (A) is organized and existing under the laws of Delaware and (B) has assumed, by this Assumption Agreement, (1) the due and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to the Merger Agreement and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred and be continuing; (iii) the Borrower has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Administrative Agent) substantially to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain the security interest granted under the Collateral Agency Agreement has been taken upon the filing in the office of the Secretary of State of the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating to the Merger have been complied with (including, upon the filing of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed), any filing required by the Securities Exchange Act of 1934) and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust Agreement, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issued

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants that, that it is the true and lawful owner of all rights in accordance with Section 5.07 of the Collateral Agency Agreement: (i) MBVT (A) is organized and existing under the laws of Delaware and (B) has assumedall material Trade Secret Rights, by this Assumption Agreement, (1) the due and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect the Patents listed in Annex I hereto for such Assignor and that said Patents include all the United States Patents that such Assignor owns as of the date hereof, and, in the case of any Pulitzer Assignor, except as set forth on Annex I none of such Patents has been licensed to any third party except in the Merger Agreement ordinary course of publishing newspapers and this Assumption Agreementrelated products, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred and be continuing; (iii) the Borrower registered Copyrights listed on Annex J hereto for such Assignor and that, except as described on Annex J hereto, said Copyrights are all the United States Copyrights registered with the United States Copyright Office and applications to United States Copyrights that such Assignor owns as of the date hereof, and, in the case of any Pulitzer Assignor, except as set forth on Annex J none of such Copyrights has been licensed to any third party except in the ordinary course of publishing newspapers and related products. Each Assignor further warrants that it has received an Opinion no third party claim that any aspect of Counsel (such Assignor’s present or contemplated business operations infringes or will infringe any Patent or Copyright of any other Person or that such Assignor has misappropriated any Trade Secret or proprietary information, and has delivered copies no knowledge of any threat of any such Opinion of Counsel claim (including “cease and desist” letters and invitations to take a patent license), in each case, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Subject to the Administrative Agent) substantially applicable Intercreditor Agreements, each Assignor hereby grants to the effect that the Merger Agreement will not cause (A) any Exchange Note Collateral Agent an absolute power of attorney to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain the security interest granted under the Collateral Agency Agreement has been taken upon the filing in the office of the Secretary of State of the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating to the Merger have been complied with (includingsign, upon the filing occurrence and during the continuance of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed)any Event of Default, any filing document which may be required by the Securities Exchange Act United States Patent and Trademark Office or the United States Copyright Office in order to effect an absolute assignment of 1934) all right, title and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA and an Opinion of Counsel, interest in each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust AgreementPatent or Copyright, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in to record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor ----------------------------------------- represents and warrants that, in accordance with Section 5.07 that it is the true and lawful owner of or otherwise has the Collateral Agency Agreement: right to use (i) MBVT (A) is organized all material United States and existing under foreign trade secrets and proprietary information necessary to operate the laws of Delaware and (B) has assumed, by this Assumption Agreement, (1) the due and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions business of the Collateral Agency Agreement and Assignor (the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower" Trade Secret Rights"), all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to the Merger Agreement Patents listed in Annex E hereto for such Assignor and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default that said Patents constitute all the patents and applications for patents that such Assignor now owns or Exchange Note Default will have occurred uses and be continuing; (iii) the Borrower Copyrights listed in Annex F hereto for such Assignor and that said Copyrights constitutes all registrations of copyrights and applications for copyright registrations that such Assignor now owns or uses. Each Assignor further warrants that it has received an Opinion no knowledge of Counsel (and has delivered copies any third party claim that any aspect of such Opinion Assignor's present or contemplated business operations infringes or will infringe any patent or any copyright or such Assignor has misappropriated any trade secret or proprietary information, except those claims which in the aggregate could not be reasonably expected to have a Material Adverse Effect. Each Assignor represents and warrants that upon the recordation of Counsel a Grant of Security Interest in United States Trademarks and Patents in the form of Annex G hereto in the United States Patent and Trademark Office and the recordation of a Grant of Security Interest in United States Copyrights in the form of Annex H hereto in the United States Copyright Office, together with filings on Form UCC-1 pursuant to the Administrative Agent) substantially this Agreement, all filings, registrations and recordings necessary or appropriate to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agreement has been taken upon the filing Agent in the office United States Patents and United States Copyrights covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such a Grant of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the Secretary same, and to execute such a Grant of State Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright of such Assignor and to record the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of same. Each Assignor hereby grants to the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating Agent an absolute power of attorney to the Merger have been complied with (includingsign, upon the filing occurrence and during the continuance of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed)any Event of Default, any filing document which may be required by the Securities Exchange Act United States Patent and Trademark Office (or the equivalent thereof in any foreign jurisdiction) or the United States Copyright Office (or the equivalent thereof in any foreign jurisdiction) in order to effect an absolute assignment of 1934) all right, title and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA interest in each Patent and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust AgreementCopyright, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in to record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants that, in accordance with Section 5.07 that it is the true and lawful owner of or otherwise has the Collateral Agency Agreement: right to use (i) MBVT (A) is organized all material United States and existing under foreign trade secrets and proprietary information necessary to operate the laws of Delaware and (B) has assumed, by this Assumption Agreement, (1) the due and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions business of the Collateral Agency Agreement and Assignor (the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower"Trade Secret Rights"), all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to the Merger Agreement Patents listed in Annex E hereto for such Assignor and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default that said Patents constitute all the patents and applications for patents that such Assignor now owns or Exchange Note Default will have occurred uses and be continuing; (iii) the Borrower Copyrights listed in Annex F hereto for such Assignor and that said Copyrights constitutes all registrations of copyrights and applications for copyright registrations that such Assignor now owns or uses. Except as set forth on Annex X to the Credit Agreement, each Assignor further warrants that it has received an Opinion no knowledge of Counsel (and has delivered copies any third party claim that any aspect of such Opinion Assignor's present or contemplated business operations infringes or will infringe any patent or any copyright or such Assignor has misappropriated any trade secret or proprietary information, except those claims which in the aggregate could not be reasonably expected to have a Material Adverse Effect. Each Assignor represents and warrants that upon the recordation of Counsel a Grant of Security Interest in United States Trademarks and Patents in the form of Annex G hereto in the United States Patent and Trademark Office and the recordation of a Grant of Security Interest in United States Copyrights in the form of Annex H hereto in the United States Copyright Office, together with filings on Form UCC-1 pursuant to the Administrative Agent) substantially this Agreement, all filings, registrations and recordings necessary or appropriate to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agreement has been taken upon the filing Agent in the office United States Patents and United States Copyrights covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such a Grant of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the Secretary same, and to execute such a Grant of State Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright of such Assignor and to record the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of same. Each Assignor hereby grants to the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating Agent an absolute power of attorney to the Merger have been complied with (includingsign, upon the filing occurrence and during the continuance of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed)any Event of Default, any filing document which may be required by the Securities Exchange Act United States Patent and Trademark Office (or the equivalent thereof in any foreign jurisdiction) or the United States Copyright Office (or the equivalent thereof in any foreign jurisdiction) in order to effect an absolute assignment of 1934) all right, title and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA interest in each Patent and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust AgreementCopyright, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in to record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants that, in accordance with Section 5.07 that it is the true and lawful owner of or otherwise has the Collateral Agency Agreement: right to use (i) MBVT (A) is organized all material United States and existing under foreign trade secrets and proprietary information necessary to operate the laws of Delaware and (B) has assumed, by this Assumption Agreement, (1) the due and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions business of the Collateral Agency Agreement and Assignor (the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower"Trade Secret Rights"), all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to the Merger Agreement Patents listed in Annex E hereto for such Assignor and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default that said Patents constitute all the patents and applications for patents that such Assignor now owns or Exchange Note Default will have occurred uses and be continuing; (iii) the Borrower Copyrights listed in Annex F hereto for such Assignor and that said Copyrights constitutes all registrations of copyrights and applications for copyright registrations that such Assignor now owns or uses. Each Assignor further warrants that it has received an Opinion no knowledge of Counsel (and has delivered copies any third party claim that any aspect of such Opinion Assignor's present or contemplated business operations infringes or will infringe any patent or any copyright or such Assignor has misappropriated any trade secret or proprietary information, except those claims which in the aggregate could not be reasonably expected to have a Material Adverse Effect. Each Assignor represents and warrants that upon the recordation of Counsel a Grant of Security Interest in United States Trademarks and Patents in the form of Annex G hereto in the United States Patent and Trademark Office and the recordation of a Grant of Security Interest in United States Copyrights in the form of Annex H hereto in the United States Copyright Office, together with filings on Form UCC-1 pursuant to the Administrative Agent) substantially this Agreement, all filings, registrations and recordings necessary or appropriate to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agreement has been taken upon the filing Agent in the office United States Patents and United States Copyrights covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such a Grant of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the Secretary same, and to execute such a Grant of State Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright of such Assignor and to record the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of same. Each Assignor hereby grants to the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating Agent an absolute power of attorney to the Merger have been complied with (includingsign, upon the filing occurrence and during the continuance of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed)any Event of Default, any filing document which may be required by the Securities Exchange Act United States Patent and Trademark Office (or the equivalent thereof in any foreign jurisdiction) or the United States Copyright Office (or the equivalent thereof in any foreign jurisdiction) in order to effect an absolute assignment of 1934) all right, title and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA interest in each Patent and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust AgreementCopyright, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in to record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor ----------------------------------------- represents and warrants thatthat it is the true and lawful owner of or otherwise has the right to use the registered Marks listed in Annex D hereto for such Assignor and that said listed Marks constitute all the marks and applications for marks registered in the United States Patent and Trademark Office or the equivalent thereof in any foreign country that such Assignor presently owns or uses in connection with its business. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use all Marks that it uses. Each Assignor further warrants that it has no knowledge of any third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all trademark registrations and applications listed in accordance Annex D hereto and that said registrations are valid, subsisting, have not been cancelled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, or is not aware that there is any reason that any of said registrations is invalid or unenforceable, or is not aware that there is any reason that any of said applications will not pass to registration. Each Assignor represents and warrants that upon the recordation of a Grant of Security Interest in United States Trademarks and Patents in the form of Annex G hereto in the United States Patent and Trademark Office, together with Section 5.07 of the Collateral Agency Agreement: (i) MBVT (A) is organized and existing under the laws of Delaware and (B) has assumed, by filings on Form UCC-1 pursuant to this Assumption Agreement, (1) the due all filings, registrations and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance recordings necessary or observance of every agreement and covenant of the Collateral Agency Agreement appropriate to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to the Merger Agreement and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred and be continuing; (iii) the Borrower has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Administrative Agent) substantially to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agreement has been taken upon the filing Agent in the office United States Marks covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such a Grant of Security Interest in United States Trademark and Patents covering all right, title and interest in each United States ▇▇▇▇, and the Secretary associated goodwill, of State of such Assignor, and to record the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of same. Each Assignor hereby grants to the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating Agent an absolute power of attorney to the Merger have been complied with (includingsign, upon the filing occurrence and during the continuance of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed)an Event of Default, any filing document which may be required by the Securities Exchange Act of 1934) United States Patent and Trademark Office or the Borrower has delivered equivalent thereof in any foreign country in order to the Administrative Agent effect an Officer’s Certificate of MBFS USA and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) absolute assignment of the DT Trust Agreement: (i) pursuant to this Assumption AgreementAssignor's right, MBVT has assumed all of DT’s obligations under the DT Trust Agreementtitle and interest in each ▇▇▇▇, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants that, that it is the true and lawful owner of all rights in accordance with Section 5.07 of the Collateral Agency Agreement: (i) MBVT (A) is organized and existing under the laws of Delaware and (B) has assumedall material Trade Secret Rights, by this Assumption Agreement, (1) the due and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect the Patents listed in Annex I hereto for such Assignor and that said Patents include all the United States Patents that such Assignor owns as of the date hereof, and, in the case of each Pulitzer Assignor, except as set forth on Annex I none of such Patents has been licensed to any third party except in the Merger Agreement ordinary course of publishing newspapers and this Assumption Agreementrelated products, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred and be continuing; (iii) the Borrower registered Copyrights listed on Annex J hereto for such Assignor and that, except as described on Annex J hereto, said Copyrights are all the United States Copyrights registered with the United States Copyright Office and applications to United States Copyrights that such Assignor owns as of the date hereof, and, in the case of each Pulitzer Assignor, except as set forth on Annex J none of such Copyrights has been licensed to any third party except in the ordinary course of publishing newspapers and related products. Each Assignor further warrants that it has received an Opinion no third party claim that any aspect of Counsel (such Assignor’s present or contemplated business operations infringes or will infringe any Patent or Copyright of any other Person or that such Assignor has misappropriated any Trade Secret or proprietary information, and has delivered copies no knowledge of any threat of any such Opinion of Counsel claim (including “cease and desist” letters and invitations to take a patent license), in each case, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Subject to the Administrative Agent) substantially applicable Intercreditor Agreements, each Assignor hereby grants to the effect that the Merger Agreement will not cause (A) any Exchange Note Collateral Agent an absolute power of attorney to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain the security interest granted under the Collateral Agency Agreement has been taken upon the filing in the office of the Secretary of State of the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating to the Merger have been complied with (includingsign, upon the filing occurrence and during the continuance of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed)any Event of Default, any filing document which may be required by the Securities Exchange Act United States Patent and Trademark Office or the United States Copyright Office in order to effect an absolute assignment of 1934) all right, title and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA and an Opinion of Counsel, interest in each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust AgreementPatent or Copyright, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in to record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants that, in accordance with Section 5.07 that it is the true and lawful exclusive owner of or otherwise has the Collateral Agency Agreement: right to use all (i) MBVT (A) is organized and existing under the laws Trade Secret Rights of Delaware and (B) has assumedsuch Assignor, by this Assumption Agreement, (1) the due and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect rights in the Patents of such Assignor listed in Annex G hereto and that said Patents constitute all the patents and applications for patents that such Assignor now owns or that are otherwise used, pursuant to a license or sublicense, in the Merger Agreement conduct of the business of such Assignor and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred and be continuing; (iii) rights in the Borrower Copyrights of such Assignor listed in Annex H hereto, and that such Copyrights constitute all registrations of copyrights and applications for copyright registrations that the Assignor now owns or that are otherwise used, pursuant to a license or sublicense, in the conduct of the business of such Assignor. Each Assignor further represents and warrants that it has received the exclusive right (or, in the case of any Patents or Copyrights subject to an Opinion of Counsel (agreement which provides such right is non-exclusive, non-exclusive rights), in all material respects, to use and practice under all material Patents and Copyrights that it owns, uses, pursuant to a license or sublicense, or under which it practices and has delivered copies the exclusive right (or, in the case of Patent subject to an agreement which provides such right is non-exclusive, non-exclusive right), in all material respects, to exclude others from using or practicing under any Patents it owns, uses, pursuant to a license or sublicense, or under which it practices. Each Assignor further warrants that it has no knowledge of any material third party claim that any aspect of such Opinion Assignor's present or contemplated business operations infringes or will infringe any rights in any Patent or Copyright or that such Assignor has misappropriated any Trade Secrets, Trade Secret Rights or other proprietary information. Each Assignor represents and warrants that upon the recordation of Counsel a Grant of Security Interest in United States Patents in the form of Annex J hereto in the United States Patent and Trademark Office and the recordation of a Grant of Security Interest in United States Copyrights in the form of Annex K hereto in the United States Copyright Office, together with filings on Form UCC-1 pursuant to the Administrative Agent) substantially this Agreement, all filings, registrations and recordings necessary or appropriate to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agreement has been taken upon the filing Agent in the office registered United States Patents and registered United States Copyrights covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute a Grant of Security Interest in registered United States Patents covering all right, title and interest in each registered United States Patent of such Assignor and to record the Secretary same, and to execute such a Grant of State Security Interest in registered United States Copyrights covering all right, title and interest in each registered United States Copyright of such Assignor and to record the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of same. Each Assignor hereby grants to the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating Agent an absolute power of attorney to the Merger have been complied with (includingsign, upon the filing occurrence and during the continuance of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed)any Event of Default, any filing document which may be required by the Securities Exchange Act United States Patent and Trademark Office or equivalent governmental agency in any foreign jurisdiction or the United States Copyright Office or equivalent governmental agency in any foreign jurisdiction in order to effect an absolute assignment of 1934) all right, title and the Borrower has delivered to the Administrative Agent an Officer’s Certificate interest in each registered Patent and registered Copyright of MBFS USA and an Opinion of Counsel, each to that effect; and (b) MBFS USAsuch Assignor, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust Agreementcase may be, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in to record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. Annex E hereto lists all Patents owned by the Assignor as of the date hereof and any known defects in title to such Patents. Annex F hereto lists all Copyrights owned by the Assignor in its own name as of the date hereof. No modifications are required to be made to render Annex E or Annex F accurate as of the date hereof other than modifications that do not constitute a Material Adverse Effect. To the best of the Assignor's knowledge, except as set forth in Annex E, (ai) MBFS USAeach Patent and Copyright is valid, subsisting, unexpired, enforceable and has not been abandoned; (ii) each application for a Patent or Copyright (including, without limitation, any reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof) has been duly and properly filed; (iii) except as Titling Trust Administrator set forth in Annex E or Annex F, no holding, decision or judgment has been rendered by any court agency, board or other governmental authority which would limit, cancel or question the validity of any Patent or Copyright; (iv) no action or proceeding is pending seeking to limit, cancel or question the validity of any Patent or Copyright; and Servicer, hereby (v) no written claim has been made that the use of any Patent or Copyright does or may violate the rights of any third person. The Assignor further represents and warrants that, that it is the true and lawful owner of all rights in accordance with Section 5.07 of the Collateral Agency Agreement: (i) MBVT (A) is organized all trade secrets and existing under proprietary information necessary to operate the laws of Delaware and (B) has assumed, by this Assumption Agreement, (1) the due and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions business of the Collateral Agency Agreement and Assignor (the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to the Merger Agreement and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred and be continuing; (iii) the Borrower has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Administrative Agent) substantially to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain the security interest granted under the Collateral Agency Agreement has been taken upon the filing in the office of the Secretary of State of the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating to the Merger have been complied with (including, upon the filing of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed"Trade Secret Rights"), any filing required by the Securities Exchange Act of 1934) and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby . The Assignor further represents and warrants that, except as set forth in accordance with Section 2.11(a)(v) Annex E, it has the exclusive right to use all Patents and Copyrights that it owns and to the best knowledge of the DT Trust Agreement: (i) Assignor has the exclusive right to exclude others from using any Patents and Copyrights it owns. The Assignor agrees to execute an Assignment of Security Interest in United States Trademarks and Patents substantially in the form of Annex G hereto covering all right, title and interest in each United States Patent of the Assignor and to record the same, and to execute an Assignment of Security Interest in United States Copyrights substantially in the form of Annex H hereto covering all right, title and interest in each United States Copyright of the Assignor and to record the same. The Assignor further represents and warrants that upon the recordation of each of the Assignment of Security Interest in United States Trademarks and Patents and the Assignment of Security Interest in United States Copyrights, together with filings on Form UCC-1 pursuant to this Assumption Agreement, MBVT has assumed all filings, registrations and recordings necessary or appropriate, to the extent permitted by applicable law, to cause the security interest granted to the Collateral Agent in the United States Patents and Copyrights covered by this Agreement to be a perfected first priority security interest under applicable law will have been accomplished. The Assignor hereby grants to the Collateral Agent an absolute power of DT’s obligations under attorney to sign, upon the DT Trust Agreementoccurrence and during the continuance of any Event of Default, any document which may be required by the U.S. Patent and Trademark Office, the U.S. Copyright Office or secretary of state or equivalent governmental agency of any state of the United States in order to effect an absolute assignment of all right, title and interest in each Patent and Copyright, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in to record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 same. Such power of the DT Trust Agreement; (iii) the rating agencies and the trustees attorney, coupled with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and an interest, shall be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedirrevocable.

Additional Representations and Warranties. as to the Mortgage Loan Receivables. In addition to the representations and warranties in Section 7.02, the Seller shall make the following representations and warranties on which the Agent shall rely in accepting the Receivables that are Mortgage Loan Receivables on behalf of itself and the Purchasers and on which the Agent and the Purchasers may rely in making Purchases. The representations and warranties shall speak as of each Transfer Date and on each date on which a Purchase is made, but in each case shall survive the repayment in full of all Purchases and Obligations and the termination of this Agreement. (a) MBFS USACharacterization of Interest. The timeshare estate mortgaged by the related obligor constitutes a fee interest in real property at Eagle Crest; the related Mortgage has been duly filed and recorded with all appropriate Governmental Authorities in all jurisdictions in which such Mortgage is required to be filed and recorded to create a valid, as Titling Trust Administrator binding and Servicerenforceable first Lien on the related Mortgaged Property and such Mortgage creates a valid, hereby represents binding and warrants thatenforceable first Lien on such Mortgaged Property; Eagle Crest, to the extent applicable, is in accordance compliance with Section 5.07 all permitted encumbrances respecting the right to the use of such Mortgaged Property; each of the Collateral Agency Agreement: (i) MBVT (A) is organized assignment of such Mortgage from the Seller to the Agent and existing under each related endorsement of the laws Mortgage Note constitutes an endorsement of Delaware the Seller, of such Mortgage and (B) has assumed, by this Assumption Agreement, (1) the due and punctual payment of principal ofMortgage Note, and interest onall monies due or to become due thereunder, the Revolving Facility Balance and all proceeds thereof; and the Exchange execution and delivery of an Assignment of such Mortgage from the Seller to the Agent (and the recording thereof in the appropriate jurisdictions), and the endorsement and delivery of such Mortgage Note Balance and (2) compliance by the Borrower with Seller, constitute all actions required to be taken by the provisions Seller to fully perfect the ownership interest of the Collateral Agency Agreement Agent in such Mortgage and the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to the Merger Agreement and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred and be continuing; (iii) the Borrower has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Administrative Agent) substantially to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain the security interest granted under the Collateral Agency Agreement has been taken upon the filing in the office of the Secretary of State of the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating to the Merger have been complied with (including, upon the filing of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed), any filing required by the Securities Exchange Act of 1934) and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA and an Opinion of Counsel, each to that effect; andMortgage Note. (b) MBFS USATitle to Mortgaged Property; Disbursement of Receivable Proceeds. At the related Origination Date, as Titling Trust Administratorthe Obligor had good and marketable fee simple title to the related Mortgaged Property, hereby further represents free and warrants thatclear of all Liens, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust Agreementexcept for Permitted Encumbrances, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 proceeds of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) such Mortgage Loan Receivable have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedfully disbursed.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Debtor represents and warrants thatthat it is the true, lawful, sole and exclusive owner of or otherwise has the right to use the Marks and Domain Names listed in accordance with Section 5.07 Schedule 5.17 of the Collateral Agency Agreement: Credit Agreement and that said listed Marks and Domain Names (i) MBVT (A) is organized constitute all the Marks and existing under the laws of Delaware Domain Names that such Debtor presently owns or uses in connection with its business and (B) has assumed, by this Assumption Agreement, (1) the due and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to include all Marks and applications for Marks registered in the Merger United States Patent and Trademark Office (or the equivalent thereof in any foreign country), all material unregistered Marks that such Debtor now owns, licenses or uses in connection with its business on the date hereof and all Domain Names that such Debtor owns or uses in connection with its business on the date hereof. Each Debtor further warrants that it has no knowledge, as of the date hereof, of any material third party claim that any aspect of such Debtor’s present or contemplated business operations infringes or will infringe any rights in any trademark, service ▇▇▇▇ or trade name. Each Debtor represents and warrants that it is the beneficial and record owner of all trademark registrations and applications listed in Schedule 5.17 of the Credit Agreement and designated as “owned” thereon and that said registrations are valid, subsisting and have not been canceled and that such Debtor is not aware of any material third party claim that any of said registrations is invalid or unenforceable, or that there is any reason that any of said applications will not pass to registration. Each Debtor represents and warrants that upon the recordation of an Assignment of Security Interest in United States Trademarks and Patents in the form of Annex A hereto in the United States Patent and Trademark Office, together with filings on Form UCC-1 pursuant to this Assumption Agreement, no Potential Facility Defaultall filings, Facility Default, Potential Exchange Note Default registrations and recordings necessary or Exchange Note Default will have occurred and be continuing; (iii) the Borrower has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel appropriate to the Administrative Agent) substantially to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agent in the United States Marks covered by this Agreement has under federal law will have been taken accomplished. Each Debtor agrees to execute such an Assignment of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States ▇▇▇▇, and the associated goodwill, of such Debtor, and to record the same. Each Debtor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the filing in occurrence and during the office continuance of an Event of Default, any document which may be required by the Secretary U.S. Patent and Trademark Office or secretary of state or equivalent governmental agency of any State of the State United States or any foreign jurisdiction in order to effect an absolute assignment of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of the Collateral Agency Agreement all right, title and all conditions precedent provided for interest in the Collateral Agency Agreement relating to the Merger have been complied with (including, upon the filing of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed), any filing required by the Securities Exchange Act of 1934) and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust Agreement▇▇▇▇ and/or Domain Name, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor ----------------------------------------- represents and warrants that, that it is the true and lawful owner of all rights in accordance with Section 5.07 of the Collateral Agency Agreement: (i) MBVT (A) is organized all material United States trade secrets and existing under proprietary information necessary to operate the laws of Delaware and (B) has assumed, by this Assumption Agreement, (1) the due and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions business of the Collateral Agency Agreement and Assignor (the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower"Trade Secret Rights"), all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to the Merger Agreement Patents listed in Annex E hereto for such Assignor and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred that said Patents constitute all the United States patents and be continuing; applications for United States patents that such Assignor now owns and (iii) the Borrower Copyrights listed in Annex F hereto for such Assignor and that said Copyrights constitute all registrations of United States copyrights and applications for United States copyright registrations that such Assignor now owns. Each Assignor further warrants that it has received an Opinion no knowledge of Counsel (and has delivered copies any third party claim that any aspect of such Opinion Assignor's present or contemplated business operations infringes or will infringe any patent or any copyright or such Assignor has misappropriated any trade secret or proprietary information. Each Assignor represents and warrants that upon the recordation of Counsel a Grant of Security Interest in United States Trademarks and Patents in the form of Annex G hereto in the United States Patent and Trademark Office and the recordation of a Grant of Security Interest in United States Copyrights in the form of Annex H hereto in the United States Copyright Office, together with filings on Form UCC-1 pursuant to the Administrative Agent) substantially this Agreement, all filings, registrations and recordings necessary or appropriate to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agreement has been taken upon the filing Agent in the office United States Patents and United States Copyrights covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such a Grant of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the Secretary same, and to execute such a Grant of State Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright of such Assignor and to record the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of same. Each Assignor hereby grants to the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating Agent an absolute power of attorney to the Merger have been complied with (includingsign, upon the filing occurrence and during the continuance of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed)any Event of Default, any filing document which may be required by the Securities Exchange Act United States Patent and Trademark Office or the United States Copyright Office in order to effect an absolute assignment of 1934) all right, title and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA interest in each Patent and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust AgreementCopyright, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in to record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants that, in accordance with Section 5.07 that it is the true and lawful owner of or otherwise has the Collateral Agency Agreement: right to use (i) MBVT (A) is organized all material United States trade secrets and existing under proprietary information necessary to operate the laws of Delaware and (B) has assumed, by this Assumption Agreement, (1) the due and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions business of the Collateral Agency Agreement and Assignor (the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower"Trade Secret Rights"), all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to the Merger Agreement Patents listed in Annex E hereto for such Assignor and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default that said Patents constitute all the United States patents and applications for United States patents that such Assignor now owns or Exchange Note Default will have occurred uses and be continuing; (iii) the Borrower Copyrights listed in Annex F hereto for such Assignor and that said Copyrights all registrations of United States copyrights and applications for United States include copyright registrations that such Assignor now owns or uses. Each Assignor further warrants that it has received an Opinion no knowledge of Counsel (and has delivered copies any third party claim that any aspect of such Opinion Assignor's present or contemplated business operations infringes or will infringe any patent or any copyright of Counsel such Assignor has misappropriated any trade secret or proprietary information. Each Assignor represents and warrants that upon the recordation of a Grant of Security Interest in United States Trademarks and Patents in the form of Annex G hereto in the United States Patent and Trademark Office and the recordation of a Grant of Security Interest in United States Copyrights in the form of Annex H hereto in the United States Copyright Office, together with filings on Form UCC-1 pursuant to the Administrative Agent) substantially this Agreement, all filings, registrations and recordings necessary or appropriate to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agreement has been taken upon the filing Agent in the office United States Patents and United States Copyrights covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such a Grant of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the Secretary same, and to execute such a Grant of State Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright of such Assignor and to record the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of same. Each Assignor hereby grants to the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating Agent an absolute power of attorney to the Merger have been complied with (includingsign, upon the filing occurrence and during the continuance of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed)any Event of Default, any filing document which may be required by the Securities Exchange Act United States Patent and Trademark Office or the United States Copyright Office in order to effect an absolute assignment of 1934) all right, title and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA interest in each Patent and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust AgreementCopyright, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in to record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants that, in accordance with Section 5.07 as of the Collateral Agency Agreement: (i) MBVT (A) date hereof that it is organized the true and existing under lawful owner of the laws United States Patent and Trademark Office registrations, and applications for registrations, of Delaware the Marks listed in Annex D, Part I attached hereto. Annex D lists or otherwise describes all the United States Patent and (B) Trademark Office, or the equivalent office thereof in any foreign country, registrations and applications for registrations, of the Marks that such Assignor now uses in connection with its business. Each Assignor represents and warrants as of the date hereof that the material registrations listed on Annex D Part I are valid, subsisting, have not been cancelled and that such Assignor is not aware of any third-party claim that any of said material registrations or applications for material registration with respect to a M▇▇▇ is invalid or unenforceable or is not aware that there is any reason that any of said material registrations or applications for registration with respect to a M▇▇▇ is invalid or unenforceable, or that there is any reason that any of said applications will not pass to registration. Each Assignor represents and warrants as of the date hereof that except with respect to those marks set forth in Annex D, Part II, it owns, or otherwise has assumedthe right to use all material Marks that it uses. Each Assignor further warrants as of the date hereof that it is not aware of any third party claiming that such Assignor’s use of a M▇▇▇ material to the operation of the Assignor’s business violates in any material respect any property right of that party. Each Assignor represents and warrants that upon the recordation of an Assignment of Security Interest in United States Trademarks and Patents in the form of Annex G hereto in the United States Patent and Trademark Office, by together with filings on Form UCC-1 pursuant to this Assumption Agreement, (1) the due all filings, registrations and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance recordings necessary or observance of every agreement and covenant of the Collateral Agency Agreement appropriate to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to the Merger Agreement and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred and be continuing; (iii) the Borrower has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Administrative Agent) substantially to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agreement has been taken upon the filing Agent in the office United States Marks covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such an Assignment of Security Interest in United States Trademarks and Patents covering all of such Assignor’s right, title and interest in each United States M▇▇▇, and the Secretary associated goodwill, of State of such Assignor, and to record the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of same. Each Assignor hereby grants to the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating Agent an absolute power of attorney to the Merger have been complied with (includingsign, upon the filing occurrence and during the continuance of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed)Noticed Event of Default, any filing document which may be required by the Securities Exchange Act United States Patent and Trademark Office in order to effect an absolute assignment of 1934) all such Assignor’s right, title and the Borrower has delivered to the Administrative Agent interest in each United States M▇▇▇ owned by an Officer’s Certificate of MBFS USA and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust AgreementAssignor, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants that it is the true, lawful, sole and exclusive owner of the Marks listed in Annex F hereto and that said listed Marks constitute all the Marks that such Assignor presently owns or uses in connection with its business. Each Assignor represents and warrants that it owns or is licensed to use all Marks that it uses. Each Assignor further warrants that it has no knowledge as of the date hereof, of any third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any rights in any trademark, service ▇▇▇▇ or trade name. Each Assignor represents and warrants that it is the beneficial and record owner of all U.S. and foreign trademark registrations and applications listed in Annex F hereto and that said registrations are valid, subsisting and have not been cancelled and that, such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, or that there is any reason that any of said applications will not pass to registration. Each Assignor represents and warrants that upon the recordation of an Assignment of Security Interest in accordance United States Trademarks and Patents in the form of Annex G hereto in the United States Patent and Trademark Office, together with Section 5.07 of the Collateral Agency Agreement: (i) MBVT (A) is organized and existing under the laws of Delaware and (B) has assumed, by filings on Form UCC-1 pursuant to this Assumption Agreement, (1) the due all filings registrations and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance recordings necessary or observance of every agreement and covenant of the Collateral Agency Agreement appropriate to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to the Merger Agreement and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred and be continuing; (iii) the Borrower has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Administrative Agent) substantially to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agent in the United States Marks covered by this Agreement has under federal law will have been taken accomplished. Each Assignor agrees to execute such an Assignment of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States ▇▇▇▇, and the associated goodwill of the Assignor, and to record the same. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the filing in occurrence and during the office continuance of an Event of Default, any document which may be required by the Secretary U.S. Patent and Trademark Office or secretary of state or equivalent governmental agency of any State of the State United States or in any foreign jurisdiction in order to effect an absolute assignment of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of the Collateral Agency Agreement all right, title and all conditions precedent provided for interest in the Collateral Agency Agreement relating to the Merger have been complied with (including, upon the filing of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed), any filing required by the Securities Exchange Act of 1934) and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust Agreement▇▇▇▇, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants that, in accordance with Section 5.07 as of the Collateral Agency Agreement: date hereof that it is the true and lawful owner of the United States Patent and Trademark Office registrations, and applications for registrations, of the Marks listed in Annex D, Part I attached hereto. Annex D lists or otherwise describes all the United States Patent and Trademark Office, or the equivalent office thereof in any foreign country, registrations and applications for registrations, of the Marks that such Assignor now uses in connection with its business. Each Assignor represents and warrants as of the date hereof that: (i) MBVT (A) is organized the material registrations listed on Annex D Part I are valid, subsisting and existing under the laws of Delaware and (B) has assumed, by this Assumption Agreement, (1) the due and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; have not been cancelled; (ii) immediately after giving effect it is not aware of any third-party claim that any of said material registrations or applications for material registration with respect to the Merger Agreement a M▇▇▇ is invalid or unenforceable; and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred and be continuing; (iii) it is not aware of any reason that any of said material registrations or applications for registration with respect to a M▇▇▇ is invalid or unenforceable, or of any reason that any of said material applications will not pass to registration. Each Assignor represents and warrants as of the Borrower date hereof that except with respect to those marks set forth in Annex D, Part II, it owns, or otherwise has received an Opinion the right to use all material Marks that it uses. Each Assignor further warrants as of Counsel (and has delivered copies the date hereof that it is not aware of any third party claiming that such Opinion Assignor’s use of Counsel a M▇▇▇ material to the Administrative Agent) substantially to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 operation of the Code Assignor’s business violates in any material respect any property right of that party. Each Assignor represents and (B) warrants that upon the Borrower recordation of an Assignment of Security Interest in United States Trademarks and Patents in the form of Annex G hereto in the United States Patent and Trademark Office, together with filings on Form UCC-1 pursuant to be treated as an association this Agreement, all filings, registrations and recordings necessary or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary appropriate to maintain perfect the security interest granted under to the Collateral Agency Agreement has been taken upon the filing Agent in the office United States Marks covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such an Assignment of Security Interest in United States Trademarks and Patents covering all of such Assignor’s right, title and interest in each United States M▇▇▇, and the Secretary associated goodwill, of State of the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of such Assignor, and to deliver to the Collateral Agency Agreement and all conditions precedent provided for in Agent the same. Each Assignor hereby grants to the Collateral Agency Agreement relating Agent an absolute power of attorney to the Merger have been complied with (includingsign, upon the filing occurrence and during the continuance of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed)Noticed Event of Default, any filing document which may be required by the Securities Exchange Act United States Patent and Trademark Office in order to effect an absolute assignment of 1934) all such Assignor’s right, title and the Borrower has delivered to the Administrative Agent interest in each United States M▇▇▇ owned by an Officer’s Certificate of MBFS USA and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust AgreementAssignor, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor ----------------------------------------- represents and warrants that, in accordance with Section 5.07 that it is the true and lawful owner of or otherwise has the Collateral Agency Agreement: right to use (i) MBVT (A) is organized all material United States trade secrets and existing under proprietary information necessary to operate the laws of Delaware and (B) has assumed, by this Assumption Agreement, (1) the due and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions business of the Collateral Agency Agreement and Assignor (the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower"Trade Secret Rights"), all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to the Merger Agreement Patents listed in Annex E hereto for such EXHIBIT G Page 11 Assignor and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default that said Patents constitute all the United States patents and applications for United States patents that such Assignor now owns or Exchange Note Default will have occurred uses and be continuing; (iii) the Borrower Copyrights listed in Annex F hereto for such Assignor and that said Copyrights all registrations of United States copyrights and applications for United States include copyright registrations that such Assignor now owns or uses. Each Assignor further warrants that it has received an Opinion no knowledge of Counsel (and has delivered copies any third party claim that any aspect of such Opinion Assignor's present or contemplated business operations infringes or will infringe any patent or any copyright of Counsel such Assignor has misappropriated any trade secret or proprietary information, except those claims which in the aggregate could not be reasonably expected to have a Material Adverse Effect. Each Assignor represents and warrants that upon the Administrative Agent) substantially recordation of a Grant of Security Interest in United States Trademarks and Patents in the form of Annex G hereto in the United States Patent and Trademark Office and the recordation of a Grant of Security Interest in United States Copyrights in the form of Annex H hereto in the United States Copyright Office, together with filings on Form UCC-1 pursuant to the effect that the Merger Agreement will not cause (A) any Exchange Note this Agreement, all filings, registrations and recordings necessary or appropriate to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agreement has been taken upon the filing Agent in the office United States Patents and United States Copyrights covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such a Grant of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the Secretary same, and to execute such a Grant of State Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright of such Assignor and to record the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of same. Each Assignor hereby grants to the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating Agent an absolute power of attorney to the Merger have been complied with (includingsign, upon the filing occurrence and during the continuance of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed)any Event of Default, any filing document which may be required by the Securities Exchange Act United States Patent and Trademark Office or the United States Copyright Office in order to effect an absolute assignment of 1934) all right, title and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA interest in each Patent and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust AgreementCopyright, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in to record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants thatthat it is the true, lawful, sole and exclusive owner of or otherwise has the right to use the Marks listed in accordance Annex D hereto and that said listed Marks constitute all the Marks that such Assignor presently owns or uses in connection with Section 5.07 its business (other than immaterial unregistered Marks) and include all Marks registered in the United States Patent and Trademark Office or the equivalent thereof in any foreign country and all unregistered Marks (other than immaterial unregistered Marks) that such Assignor now owns, licenses or uses for products developed by such Assignor in connection with its business. Each Assignor further warrants that it has no knowledge of any material third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any rights in any trademark, service ▇▇▇▇ or trade name. Each Assignor represents and warrants that it is the Collateral Agency Agreement: (i) MBVT (A) beneficial and record owner of all trademark registrations and applications listed in Annex D hereto and designated as "owned" thereon and that said registrations are valid, subsisting and have not been canceled and that such Assignor is organized not aware of any material third-party claim that any of said registrations is invalid or unenforceable, or that there is any reason that any of said applications will not pass to registration. Each Assignor represents and existing under warrants that upon the laws recordation of Delaware a Grant of Security Interest in United States Trademarks and (B) has assumedPatents in the form of Annex G hereto in the United States Patent and Trademark Office, by together with filings on Form UCC-1 pursuant to this Assumption Agreement, (1) the due all filings, registrations and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance recordings necessary or observance of every agreement and covenant of the Collateral Agency Agreement appropriate to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to the Merger Agreement and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred and be continuing; (iii) the Borrower has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Administrative Agent) substantially to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agent in the registered United States Marks covered by this Agreement has under federal law will have been taken accomplished. Each Assignor agrees to execute such a Grant of Security Interest in United States Trademark and Patents covering all right, title and interest in each registered United States ▇▇▇▇, and the associated goodwill, of such Assignor, and to record the same. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the filing in occurrence and during the office continuance of an Event of Default, any document which may be required by the Secretary United States Patent and Trademark Office or secretary of state or equivalent governmental agency of any State of the State United States or any foreign jurisdiction in order to effect an absolute assignment of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of the Collateral Agency Agreement all right, title and all conditions precedent provided for interest in the Collateral Agency Agreement relating to the Merger have been complied with (including, upon the filing of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed), any filing required by the Securities Exchange Act of 1934) and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust Agreement▇▇▇▇, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants thatthat it is the true, lawful, sole and exclusive owner of or otherwise has the right to use the Marks and Domain Names listed in accordance with Section 5.07 of the Collateral Agency Agreement: Annex I hereto and that said listed Marks and Domain Names (i) MBVT (A) is organized constitute all the Marks and existing under the laws of Delaware Domain Names that such Assignor presently owns or uses in connection with its business and (B) has assumed, by this Assumption Agreement, (1) the due and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect include all Marks and applications for Marks registered in the United States Patent and Trademark Office (or the equivalent thereof in any foreign country), all material unregistered Marks that such Assignor now owns, licenses or uses in connection with its business on the date hereof and all Domain Names that such Assignor owns or uses in connection with its business on the date hereof. Each Assignor further warrants that it has no knowledge, as of the date hereof, of any material third party claim that any aspect of such Assignor’s present or contemplated business operations infringes or will infringe any rights in any trademark, service ▇▇▇▇ or trade name. Each Assignor represents and warrants that it is the beneficial and record owner of all trademark registrations and applications listed in Annex I hereto and designated as “owned” thereon and that said registrations are valid, subsisting and have not been canceled and that such Assignor is not aware of any material third party claim that any of said registrations is invalid or unenforceable, or that there is any reason that any of said applications will not pass to registration. Each Assignor represents and warrants that upon the Merger Agreement recordation of an Assignment of Security Interest in United States Trademarks and Patents in the form of Annex L hereto in the United States Patent and Trademark Office, together with filings on Form UCC-1 pursuant to this Assumption Agreement, no Potential Facility Defaultall filings, Facility Default, Potential Exchange Note Default registrations and recordings necessary or Exchange Note Default will have occurred and be continuing; (iii) the Borrower has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel appropriate to the Administrative Agent) substantially to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted to the First-Lien Collateral Agent in the United States Marks covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such an Assignment of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States ▇▇▇▇, and the associated goodwill, of such Assignor, and to record the same. Each Assignor hereby grants to the First-Lien Collateral Agency Agreement has been taken Agent an absolute power of attorney to sign, upon the filing in occurrence and during the office continuance of an Event of Default, any document which may be required by the Secretary U.S. Patent and Trademark Office or secretary of state or equivalent governmental agency of any State of the State United States or any foreign jurisdiction in order to effect an absolute assignment of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of the Collateral Agency Agreement all right, title and all conditions precedent provided for interest in the Collateral Agency Agreement relating to the Merger have been complied with (including, upon the filing of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed), any filing required by the Securities Exchange Act of 1934) and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust Agreement▇▇▇▇ and/or Domain Name, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants that, that it is the true and lawful owner of all rights in accordance with Section 5.07 of the Collateral Agency Agreement: (i) MBVT (A) is organized and existing under the laws of Delaware and (B) has assumedTrade Secret Rights, by this Assumption Agreement, (1) the due and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect all right, title and interest in and to the Merger Agreement Patents listed in Annex J hereto for such Assignor and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred that said Patents include all the United States patents and be continuing; applications for United States patents that such Assignor owns as of the date hereof and (iii) all right, title and interest in and to the Borrower registered Copyrights listed in Annex K hereto for such Assignor and that said Copyrights include all the United States copyrights registered with the United States Copyright Office and applications to United States copyrights that such Assignor owns as of the date hereof. Each Assignor further warrants that it has received an Opinion no knowledge of Counsel (and has delivered copies any third party claim that any aspect of such Opinion Assignor's present or contemplated business operations infringes or will infringe any patent of Counsel any other Person or such Assignor has misappropriated any trade secret or proprietary information which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Each Assignor represents and warrants that the Patents listed in Annex J hereto are valid, subsisting, have not been canceled and that such Assignor is not aware of any third-party claim that any of said Patents are invalid or unenforceable, and is not aware that there is any reason that any of said Patents are invalid or unenforceable, and is not aware that there is any reason that any of said Patent applications will not mature into issued Patents. Each Assignor hereby grants to the Administrative Agent) substantially Second-Lien Collateral Agent an absolute power of attorney to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain the security interest granted under the Collateral Agency Agreement has been taken upon the filing in the office of the Secretary of State of the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating to the Merger have been complied with (includingsign, upon the filing occurrence and during the continuance of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed)any Event of Default, any filing document which may be required by the Securities Exchange Act United States Patent and Trademark Office or the United States Copyright Office in order to effect an absolute assignment of 1934) all right, title and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA and an Opinion of Counsel, interest in each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust AgreementPatent or Copyright, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in to record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants thatthat it is the true, lawful, sole and exclusive owner of or otherwise has the right to use the Marks listed in accordance Annex D hereto and that said listed Marks constitute all Marks registered in the United States Patent and Trademark Office or the equivalent thereof in any foreign country that such Assignor presently owns and all unregistered Significant Marks that such Assignor now owns, licenses or uses for products developed by such Assignor in connection with Section 5.07 its business. Each Assignor further warrants that it has no knowledge of any material third party claim that any aspect of such Assignor’s present or contemplated business operations infringes or will infringe any rights in any trademark, service ▇▇▇▇ or trade name. Each Assignor represents and warrants that it is the Collateral Agency Agreement: (i) MBVT (A) beneficial and record owner of all trademark registrations and applications listed in Annex D hereto and that said registrations are valid, subsisting and have not been canceled and that such Assignor is organized not aware of any material third-party claim that any of said registrations is invalid or unenforceable, or that there is any reason that any of said applications will not pass to registration. Each Assignor represents and existing under warrants that upon the laws recordation of Delaware an Assignment of Security Interest in United States Trademarks and (B) has assumedPatents in the form of Annex G hereto in the United States Patent and Trademark Office, by together with filings on Form UCC-1 pursuant to this Assumption Agreement, (1) the due all filings, registrations and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance recordings necessary or observance of every agreement and covenant of the Collateral Agency Agreement appropriate to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to the Merger Agreement and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred and be continuing; (iii) the Borrower has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Administrative Agent) substantially to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agent in the United States Marks covered by this Agreement has under federal law will have been taken accomplished. Each Assignor agrees to execute such an Assignment of Security Interest in United States Trademark and Patents covering all right, title and interest in each United States ▇▇▇▇, and the associated goodwill, of such Assignor, and to record the same. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the filing in occurrence and during the office continuance of an Event of Default, any document which may be required by the Secretary United States Patent and Trademark Office or secretary of state or equivalent governmental agency of any State of the State United States or any foreign jurisdiction in order to effect an absolute assignment of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of the Collateral Agency Agreement all right, title and all conditions precedent provided for interest in the Collateral Agency Agreement relating to the Merger have been complied with (including, upon the filing of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed), any filing required by the Securities Exchange Act of 1934) and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust Agreement▇▇▇▇, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants thatthat it is the true and lawful owner of or otherwise has the right to use the registered Marks listed in Annex D hereto for such Assignor and that said listed Marks constitute all the United States marks and applications for United States marks registered in the United States Patent and Trademark Office that such Assignor presently owns or uses in connection with its business. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use all Marks that it uses. Each Assignor further warrants that it has no knowledge of any third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications listed in accordance Annex D hereto and that said registrations are valid, subsisting, have not been cancelled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, or is not aware that there is any reason that any of said registrations is invalid or unenforceable, or is not aware that there is any reason that any of said applications will not pass to registration. Each Assignor represents and warrants that upon the recordation of a Grant of Security Interest in United States Trademarks in the form of Annex G hereto and a Grant of Security Interest in United States Patents in the form of Annex H hereto in the United States Patent and Trademark Office, together with Section 5.07 of the Collateral Agency Agreement: (i) MBVT (A) is organized and existing under the laws of Delaware and (B) has assumed, by filings on Form UCC-1 pursuant to this Assumption Agreement, (1) the due all filings, registrations and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance recordings necessary or observance of every agreement and covenant of the Collateral Agency Agreement appropriate to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to the Merger Agreement and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred and be continuing; (iii) the Borrower has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Administrative Agent) substantially to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agreement has been taken upon the filing Lender in the office United States Marks covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such a Grant of Security Interest in United States Trademark and a Grant of Security Interest in United States Patents covering all right, title and interest in each United States ▇▇▇▇, and the Secretary associated goodwill, of State of such Assignor, and to record the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating same. Each Assignor hereby grants to the Merger have been complied with (includingLender an absolute power of attorney to sign, upon the filing occurrence and during the continuance of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed)an Event of Default, any filing document which may be required by the Securities Exchange Act United States Patent and Trademark Office in order to effect an absolute assignment of 1934) all right, title and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA and an Opinion of Counsel, interest in each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust Agreement▇▇▇▇, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants thatthat it is the true, lawful, sole and exclusive owner of or otherwise has the right to use the Tractor Trailers of such Assignor listed in accordance Part A of Annex J hereto and that said listed Tractor Trailers constitute all the Tractor Trailers that such Assignor presently owns or uses in connection with Section 5.07 its business. Each Assignor represents and warrants that it is the true, lawful, sole and exclusive owner of the Tractor Trailers of such Assignor listed on Parts B and C of Annex J hereto and that said listed Tractor Trailers constitute all the Tractor Trailers that such Assignor owns in connection with its business as of the Initial Borrowing Date. Each Assignor represents and warrants that upon the recordation of a security interest in favor of the Collateral Agency Agreement: Agent on the certificate of title for each Tractor Trailer listed on Parts B and C of Annex J and the filing of such certificates of title in the state or province specified for such Tractor Trailer on Parts B or C, as the case may be, of Annex J (iwhich recordations have been made if this representation and warranty is being made (x) MBVT (A) is organized and existing under in the laws case of Delaware a recordation of a certificate of title for a Tractor Trailer listed on Part B of Annex J, on or prior to the Initial Borrowing Date and (By) has assumed, by this Assumption Agreement, (1) in the due and punctual payment case of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions a recordation of a certificate of the Collateral Agency Agreement and title for a Tractor Trailer listed on Part C of Annex J, on or after the performance or observance of every agreement and covenant of 90th day following the Collateral Agency Agreement to be performed or observed by the BorrowerInitial Borrowing Date), all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect filings, registrations and recordings necessary or appropriate to the Merger Agreement and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred and be continuing; (iii) the Borrower has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Administrative Agent) substantially to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agent for the benefit of the Secured Creditors (excluding the Existing Senior Subordinated Secured Notes Creditor, in the case of Tractor Trailers and rights therein owned or held by any Assignor which constitute Excluded Existing Senior Subordinated Secured Notes Collateral) in the Tractor Trailers listed on Part B of Annex J and covered by this Agreement has will have been taken upon accomplished, and such security interests shall be perfected under applicable law. Each Assignor agrees to execute all documentation reasonably required to effect such recordations and to cause the filing in the office of the Secretary relevant certificates of State of title with the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of appropriate state or provincial governmental agency. Each Assignor hereby grants to the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating Agent an absolute power of attorney to the Merger have been complied with (includingsign, upon the filing occurrence and during the continuance of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed)an Event of Default, any filing document which may be required by the Securities Exchange Act relevant governmental agency of 1934) any state or province in order to effect an absolute assignment of all right, title and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA and an Opinion of Counsel, interest in each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust AgreementTractor Trailer, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in register the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Debtor represents and warrants that, in accordance with Section 5.07 that it is the true and lawful exclusive owner of or otherwise has the Collateral Agency Agreement: right to use all (i) MBVT (A) is organized Trade Secrets Rights and existing under proprietary information necessary to operate the laws business of Delaware and (B) has assumedsuch Debtor, by this Assumption Agreement, (1) the due and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to rights in the Merger Agreement Patents of such Debtor listed in Annex J hereto and this Assumption Agreementthat said Patents constitute all the patents and applications for patents that such Debtor now owns or that are otherwise necessary in the conduct of the business of such Debtor, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred and be continuing; (iii) rights in the Borrower Copyrights of such Debtor listed in Annex K hereto, and that such Copyrights constitute all registrations of copyrights and applications for copyright registrations that such Debtor now owns or that are otherwise necessary in the conduct of the business of such Debtor. Each Debtor further represents and warrants that it has received an Opinion of Counsel (the right to use and practice under all Patents and Copyrights that it owns, uses or under which it practices and has delivered copies the right to exclude others from using or practicing under any Patents it owns. Each Debtor further warrants that it has no knowledge as of the date hereof, of any material third party claim that any aspect of such Opinion Debtor’s present or contemplated business operations infringes or will infringe any rights in any Patent or Copyright or that such Debtor has misappropriated any Trade Secret, Trade Secret Rights or proprietary information. Each Debtor represents and warrants that upon the recordation of Counsel an Assignment of Security Interest in United States Trademarks and Patents in the form of Annex L hereto in the United States Patent and Trademark Office and the recordation of an Assignment of Security Interest in United States Copyrights in the form of Annex M hereto in the United States Copyright Office, together with filings on Form UCC-1 pursuant to the Administrative Agent) substantially this Agreement, all filings, registrations and recordings necessary or appropriate to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agreement has been taken upon the filing Agent in the office United States Patents and United States Copyrights covered by this Agreement under federal law will have been accomplished. Upon obtaining any Patent, each Debtor agrees to execute an Assignment of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Debtor and to record the Secretary same, and upon obtaining any Copyright, to execute such an Assignment of State Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright of such Debtor and to record the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of same. Each Debtor hereby grants to the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating Agent an absolute power of attorney to the Merger have been complied with (includingsign, upon the filing occurrence and during the continuance of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed)any Event of Default, any filing document which may be required by the Securities Exchange Act U.S. Patent and Trademark Office or equivalent governmental agency in any foreign jurisdiction or the U.S. Copyright Office or equivalent governmental agency in any foreign jurisdiction in order to effect an absolute assignment of 1934) all right, title and the Borrower has delivered to the Administrative Agent an Officer’s Certificate interest in each Patent and Copyright of MBFS USA and an Opinion of Counsel, each to that effect; and (b) MBFS USAsuch Debtor, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust Agreementcase may be, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in to record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants that, in accordance with Section 5.07 that it is the true and lawful owner of or otherwise has the Collateral Agency Agreement: right to use (i) MBVT (A) is organized all material United States trade secrets and existing under proprietary information necessary to operate the laws of Delaware and (B) has assumed, by this Assumption Agreement, (1) the due and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions business of the Collateral Agency Agreement and Assignor (the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower"Trade Secret Rights"), all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to the Merger Agreement Patents listed in Annex E hereto for such Assignor and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default that said Patents constitute all the United States patents and applications for United States patents that such Assignor now owns or Exchange Note Default will have occurred uses and be continuing; (iii) the Borrower Copyrights listed in Annex F hereto for such Assignor and that said Copyrights all registrations of United States copyrights and applications for United States include copyright registrations that such Assignor now owns or uses. Each Assignor further warrants that it has received an Opinion no knowledge of Counsel (and has delivered copies any third party claim that any aspect of such Opinion Assignor's present or contemplated business operations infringes or will infringe any patent or any copyright of Counsel such Assignor has misappropriated any trade secret or proprietary information. Each Assignor represents and warrants that upon the recordation of a Grant of Security Interest in United States Trademarks and Patents in the form of Annex G hereto in the United States Patent and Trademark Office and the recordation of a Grant of Security Interest in United States Copyrights in the form of Annex H hereto in the United States Copyright Office, together with filings on Form UCC-l pursuant to the Administrative Agent) substantially this Agreement, all filings, registrations and recordings necessary or appropriate to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agreement has been taken upon the filing Agent in the office United States Patents and United States Copyrights covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such a Grant of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the Secretary same, and to execute such a Grant of State Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright of such Assignor and to record the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of same. Each Assignor hereby grants to the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating Agent an absolute power of attorney to the Merger have been complied with (includingsign, upon the filing occurrence and during the continuance of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed)any Event of Default, any filing document which may be required by the Securities Exchange Act United States Patent and Trademark Office or the United States Copyright Office in order to effect an absolute assignment of 1934) all right, title and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA interest in each Patent and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust AgreementCopyright, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in to record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor ----------------------------------------- represents and warrants that, that it is the true and lawful exclusive owner of all rights in accordance with Section 5.07 of the Collateral Agency Agreement: (i) MBVT (A) is organized the Patents listed in Annex E hereto for such Assignor and existing under that said Patents constitute all the laws of Delaware patents and (B) has assumed, by this Assumption Agreement, (1) the due applications for patents that such Assignor now owns and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect the Copyrights listed in Annex F hereto for such Assignor and that said Copyrights constitute all registrations of copyrights and applications for copyright registrations that such Assignor now owns. Each Assignor further represents and warrants that it is the true and lawful exclusive owner or licensee of all rights in all United States trade secrets and proprietary information necessary to operate the Merger Agreement business of the Assignor (the "Trade Secret Rights"). Each Assignor further represents and warrants that it has the exclusive right to use and practice under all Patents and Copyrights that it owns, uses or practices under and has the exclusive right to exclude others from using or practicing under any Patents its owns, uses or practices under. Each Assignor further warrants that, as of the date hereof it has no knowledge of any third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any rights in any patent or copyright or such Assignor has misappropriated any trade secret or proprietary information. Each Assignor represents and warrants that upon the recordation of an Assignment of Security Interest in United States Trademarks and Patents in the form of Annex G hereto in the United States Patent and Trademark Office and the recordation of an Assignment of Security Interest in United States Copyrights in the form of Annex H hereto in the United States Copyright Office, together with filings on Form UCC-1 pursuant to this Assumption Agreement, no Potential Facility Defaultall filings, Facility Default, Potential Exchange Note Default registrations and recordings necessary or Exchange Note Default will have occurred and be continuing; (iii) the Borrower has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel appropriate to the Administrative Agent) substantially to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agreement has been taken upon the filing Agent in the office United States Patents and United States Copyrights covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such an Assignment of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the Secretary same, and to execute such an Assignment of State Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright of such Assignor and to record the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of same. Each Assignor hereby grants to the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating Agent an absolute power of attorney to the Merger have been complied with (includingsign, upon the filing occurrence and during the continuance of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed)any Event of Default, any filing document which may be required by the Securities Exchange Act U.S. Patent and Trademark Office or equivalent governmental agency in any foreign jurisdiction or the U.S. Copyright Office or equivalent governmental agency in any foreign jurisdiction in order to effect an absolute assignment of 1934) all right, title and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA interest in each Patent and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust AgreementCopyright, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in to record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. Each of the Borrower, the Collateral Agent, the Titling Trust and the Administrative Agent hereby makes the following representations and warranties as of the 2015-B Closing Date: (a) MBFS USAIt is not in material default under any agreement, as Titling Trust Administrator contract, instrument, or indenture of any nature whatsoever to which it or its affiliates is bound, and Servicerwhich default would have a material adverse effect on its ability to perform its obligations under this Agreement. (b) No consent, hereby represents approval, authorization or order of any Governmental Authority or body is required under federal or State law for the execution, delivery, and warrants thatperformance by it, in accordance or compliance by it with Section 5.07 this Agreement or the consummation of the Collateral Agency transactions contemplated hereby, or if required has been obtained or can be obtained prior to the execution of this Agreement:. (ic) MBVT It does not have any reason or cause to believe that it cannot perform each and every covenant of such party contained in this Agreement. ARTICLE THREE THE 2015-B REFERENCE POOL Section 3.01. The 2015-B Reference Pool. (Aa) is organized and existing under the laws of Delaware and (B) has assumed, by this Assumption Agreement, (1) the due and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions Pursuant to Section 4.01 of the Basic Collateral Agency Agreement and Section 4.3(b) of the performance Titling Trust Agreement, the Initial Beneficiary will designate a portion of the Leases and related Vehicles included in the Revolving Facility Pool for allocation to a new reference pool, referred to as the “2015-B Reference Pool”. The 2015-B Exchange Note will primarily be payable from 2015-B Collections on or observance of every agreement and covenant in respect of the Collateral Agency Agreement to be performed or observed by the Borrower, all as provided Assets included in the Collateral Agency Agreement;2015-B Reference Pool in accordance with the priorities in Section 5.01. For purposes of determining the 2015-B Collections that are applicable to the 2015-B Reference Pool, the 2015-B Leases and 2015-B Vehicles included in the 2015-B Reference Pool will be deemed to have been included in the 2015-B Reference Pool from and after the 2015-B Cutoff Date. A Schedule of 2015-B Reference Pool Assets appears as Exhibit B hereto. (b) 2015-B Leases and 2015-B Vehicles included in the 2015-B Reference Pool will not be included in the Revolving Facility Pool or in any other Reference Pool, and no Leases or Vehicles included in the Revolving Facility Pool or leases or leased vehicles allocated to any other Reference Pool after the 2015-B Cutoff Date will be included in the 2015-B Reference Pool. Notwithstanding the foregoing, 2015-B Leases and 2015-B Vehicles shall be reallocated from the 2015-B Reference Pool to the Revolving Facility Pool in connection with (i) purchases of 2015-B Leases and 2015-B Vehicles pursuant to Section 3.05 of the 2015-B Servicing Supplement, (ii) immediately after giving effect to the Merger Agreement and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential optional redemption of the 2015-B Exchange Note Default or Exchange Note Default will have occurred and be continuing; (iii) the Borrower has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel pursuant to the Administrative Agent) substantially to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 5.01 of the Code 2015-B Servicing Supplement and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain the security interest granted under the Collateral Agency Agreement has been taken upon the filing in the office 4.06 of the Secretary of State of the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of the Basic Collateral Agency Agreement and all conditions precedent provided for in (iii) following release of the Collateral Agency Agreement relating Trust Estate pursuant to the Merger have been complied with (including, upon the filing of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed), any filing required by the Securities Exchange Act of 1934) and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v8.05(b) of the DT Trust Indenture. (c) Notwithstanding any other provision of this 2015-B Exchange Note Supplement or the Basic Servicing Agreement: , in the event that any 2015-B Vehicle is sold or otherwise disposed of by the Servicer, each of the 2015-B Exchange Noteholder and the Registered Pledgee (i) for as long as no Event of Default has occurred and is continuing, will be deemed automatically to release, and immediately prior to such sale or other disposition, does hereby agree to release at such time, any and all Liens and other rights and interests it possesses or may possess from time to time, without further action of the parties, in, to and under such 2015-B Vehicle, the proceeds thereof (including pursuant to this Assumption Agreement, MBVT has assumed all any Insurance Policy) with respect to or covering such 2015-B Vehicle and any contract or agreement for the sale or other disposition of DT’s obligations under the DT Trust Agreementsuch 2015-B Vehicle, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in the DT Trust Agreement); (ii) during the MBVT Trust Agreement contains provisions substantially identical occurrence and continuance of an Event of Default, shall continue to Section 2.3 have all rights and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees interests it possesses or may possess from time to time with respect to or covering such 2015-B Vehicle and any contract or agreement for the outstanding Securities sale or other disposition of such 2015-B Vehicle, the proceeds thereof (as complete listing including pursuant to any Insurance Policy) with respect to or covering such 2015-B Vehicle and any contract or agreement for the sale or other disposition of which is set forth on Exhibit 1such Vehicle until the actual net proceeds of such sale or other disposition have been deposited into the 2015-B Exchange Note Collection Account. Notwithstanding the foregoing, nothing herein shall otherwise constitute a release of any rights under the 2015-B Basic Documents to receive an amount equal to the proceeds of such sale or other disposition. (d) have received at least 5 days' prior notice Upon repayment in full of the Merger, (iv2015-B Exchange Note and all Issuer Obligations or following release of the Trust Estate pursuant to Section 8.05(b) of the Merger does not conflict with Indenture, the Certificate of Trust of DT Trust; and (v) immediately after giving effect 2015-B Reference Pool will be deemed to be terminated and the 2015-B Leases and 2015-B Vehicles included in the 2015-B Reference Pool will be reallocated to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedRevolving Facility Pool. ARTICLE FOUR EXCHANGE NOTE DEFAULTS AND REMEDIES

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants that, that it is the true and lawful owner of all rights in accordance with Section 5.07 of the Collateral Agency Agreement: (i) MBVT all trade secrets and proprietary information necessary to operate the business of such Assignor (A) is organized and existing under the laws of Delaware and (B) has assumed"Trade Secret Rights"), by this Assumption Agreement, (1) the due and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to the Merger Agreement Patents listed under such Assignor's name in Annex E attached hereto and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred and be continuing; (iii) the Borrower has received an Opinion of Counsel (Copyrights listed under such Assignor's name in Annex F attached hereto, that said Patents constitute all the United States patents and has delivered copies of applications for United States patents that such Opinion of Counsel to Assignor now owns and that said Copyrights constitute all the Administrative Agent) substantially to the effect registered United States copyrights that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain the security interest granted under the Collateral Agency Agreement has been taken upon the filing in the office of the Secretary of State of the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating to the Merger have been complied with (including, upon the filing of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed), any filing required by the Securities Exchange Act of 1934) and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby such Assignor now owns. Each Assignor further represents and warrants thatthat it has the exclusive right to use and practice under all Patents and Copyrights that it owns, uses or practices under and has the exclusive right to exclude others from using or practicing under any Patents its owns, uses or practices under. Each Assignor further warrants that it is has no knowledge of any third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any patent or any copyright in accordance with Section 2.11(a)(v) a manner which is reasonably likely to have a Material Adverse Effect. Each Assignor agrees to execute an Assignment of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust Agreementsame, and all Titling Trust Notes to execute an assignment of security interest in United States Copyrights (each, an "Assignment of Security Interest in United States Copyrights") in form and all Titling Trust Note Indentures (as defined in the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect substance satisfactory to the outstanding Securities (as complete listing Collateral Agent covering all right, title and interest in each United States Copyright of which is set forth on Exhibit 1) have received at least 5 days' prior notice of such Assignor and to record the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect same. Each Assignor hereby grants to the Merger no default Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of any Event of Default, any document which may be required by the U.S. Patent and Trademark Office or event the U.S. Copyright Office in order to effect an absolute assignment of default by or relating all right, title and interest in each Patent and Copyright, and to record the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants that, in accordance with Section 5.07 as of the Collateral Agency Agreement: date hereof that it is the true and lawful owner of or otherwise has the rights to use all rights in (i) MBVT all Trade Secret Rights the loss of which could reasonably be expected to have an Material Adverse Effect (A) is organized and existing under the laws of Delaware and (B) has assumed“Material Trade Secret Rights”), by this Assumption Agreement, (1) the due and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to the Merger Agreement Patents listed in Annex J hereto for such Assignor and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred that said Patents include all the United States patents and be continuing; applications for United States patents that such Assignor owns as of the date hereof and (iii) the Borrower material registered Copyrights listed in Annex K hereto for such Assignor and that said Copyrights include all the United States copyrights registered with the United States Copyright Office and applications to United States copyrights that such Assignor owns as of the date hereof. Each Assignor represents and warrants that as of the date hereof it owns, is licensed to use or otherwise has received an Opinion the right to use, all Patents, the loss of Counsel which could reasonably be expected to have a Material Adverse Effect (the “Material Patents”) and Copyrights the loss of which could reasonably be expected to have a Material Adverse Effect (the “Material Copyrights”) that it uses. Each Assignor further warrants that it has delivered copies no knowledge of any third party claim that any aspect of such Opinion Assignor’s present or contemplated business operations infringes or will infringe any patent of Counsel any other Person or such Assignor has misappropriated any trade secret or proprietary information which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Each Assignor hereby grants to the Administrative Agent) substantially to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes PBGC an absolute power of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain the security interest granted under the Collateral Agency Agreement has been taken attorney exercisable upon the filing in occurrence and during the office continuance of the Secretary any Event of State of the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating Default, to the Merger have been complied with (including, upon the filing of a report on Form 8-K in the form set forth as Exhibit 3 (sign any document which the Servicer will cause to may be timely filed), any filing required by the Securities Exchange Act United States Patent and Trademark Office or the United States Copyright Office in order to effect an absolute assignment of 1934) all right, title and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA and an Opinion of Counsel, interest in each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust AgreementMaterial Patent or Material Copyright, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in to record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants that, in accordance with Section 5.07 that it is the true and lawful owner of or otherwise has the Collateral Agency Agreement: right to use (i) MBVT (A) is organized all material United States trade secrets and existing under proprietary information necessary to operate the laws of Delaware and (B) has assumed, by this Assumption Agreement, (1) the due and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions business of the Collateral Agency Agreement and Assignor (the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower"Trade Secret Rights"), all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to the Merger Agreement Patents listed in Annex E hereto for such Assignor and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default that said Patents constitute all the United States patents and applications for United States patents that such Assignor now owns or Exchange Note Default will have occurred uses and be continuing; (iii) the Borrower Copyrights listed in Annex F hereto for such Assignor and that said Copyrights all registrations of United States copyrights and applications for United States include copyright registrations that such Assignor now owns or uses. Each Assignor further warrants that it has received an Opinion no knowledge of Counsel (and has delivered copies any third party claim that any aspect of such Opinion Assignor's present or contemplated business operations infringes or will infringe any patent or any copyright of Counsel such Assignor has misappropriated any trade secret or proprietary information, except those claims which in the aggregate could not be reasonably expected to have a Material Adverse Effect. Each Assignor represents and warrants that upon the Administrative Agent) substantially recordation of a Grant of Security Interest in United States Patents in the form of Annex H hereto in the United States Patent and Trademark Office and the recordation of a Grant of Security Interest in United States Copyrights in the form of Annex I hereto in the United States Copyright Office, together with filings on Form UCC-1 pursuant to the effect that the Merger Agreement will not cause (A) any Exchange Note this Agreement, all filings, registrations and recordings necessary or appropriate to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agreement has been taken upon the filing Lender in the office United States Patents and United States Copyrights covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such a Grant of Security Interest in United States Patents covering all right, title and interest in each United States Patent of such Assignor and to record the Secretary same, and to execute such a Grant of State Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright of such Assignor and to record the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating same. Each Assignor hereby grants to the Merger have been complied with (includingLender an absolute power of attorney to sign, upon the filing occurrence and during the continuance of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed)any Event of Default, any filing document which may be required by the Securities Exchange Act United States Patent and Trademark Office or the United States Copyright Office in order to effect an absolute assignment of 1934) all right, title and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA interest in each Patent and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust AgreementCopyright, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in to record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USAExcept as set forth in the Annexes attached hereto, as Titling Trust Administrator and Servicer, hereby each Assignor represents and warrants that, in accordance with Section 5.07 as of the Collateral Agency Agreement: date hereof that it is the true and lawful owner or licensee of all rights in (i) MBVT (A) is organized and existing under the laws of Delaware and (B) has assumedall Trade Secret Rights, by this Assumption Agreement, (1) the due and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to the Merger Agreement Patents of such Assignor listed in Annex E attached hereto and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred that said Patents constitute all the patents and be continuing; applications for patents that such Assignor now owns and (iii) the Borrower has received an Opinion of Counsel (and has delivered copies Copyrights of such Opinion of Counsel to Assignor listed in Annex F attached hereto and that said Copyrights constitute all the Administrative Agent) substantially to the effect registered copyrights and applications for copyright registrations that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 such Assignor now owns. Except as set forth on Annex F, each Assignor further warrants as of the Code date hereof that it is aware of no third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any material patent or any material copyright or that such Assignor has misappropriated any material Trade Secret Rights. Each Assignor represents and (B) warrants that upon the Borrower recordation of an Assignment of Security Interest in United States Trademarks and Patents in the form of Annex G hereto in the United States Patent and Trademark Office and the recordation of an Assignment of Security Interest in United States Copyrights in the form of Annex H hereto in the United States Copyright Office, together with filings on Form UCC-1 pursuant to be treated as an association this Agreement, all filings, registrations and recordings necessary or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary appropriate to maintain perfect the security interest granted under to the Collateral Agency Agreement has been taken upon the filing Agent in the office United States Patents and United States Copyrights covered by this Agreement under federal law will have been accomplished. Upon obtaining any Patent, each Assignor agrees to execute an Assignment of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the Secretary same, and upon obtaining any registration of State a Copyright, to execute such an Assignment of Security Interest in United States Copyrights covering all right, title and interest in each such registered United States Copyright of such Assignor and to record the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of same. Each Assignor hereby grants to the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating Agent an absolute power of attorney to the Merger have been complied with (includingsign, upon the filing occurrence and during the continuance of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed)any Event of Default, any filing document which may be required by the Securities Exchange Act U.S. Patent and Trademark Office or equivalent governmental agency in any foreign jurisdiction or the U.S. Copyright Office or equivalent governmental agency in any foreign jurisdiction in order to effect an absolute assignment of 1934) all right, title and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA interest in each Patent and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust AgreementCopyright, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in to record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants that, in accordance with Section 5.07 that it is the true and lawful exclusive owner of or otherwise has the Collateral Agency Agreement: right to use all (i) MBVT (A) is organized and existing under the laws Trade Secret Rights of Delaware and (B) has assumedsuch Assignor, by this Assumption Agreement, (1) the due and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to rights in the Merger Agreement Patents of such Assignor listed in Annex E hereto and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred that said Patents constitute all the patents and be continuing; applications for patents that such Assignor now owns and (iii) rights in the Borrower Copyrights of such Assignor listed in Annex F hereto, and that such Copyrights include all registrations of copyrights and applications for copyright registrations that the Assignor now owns. Each Assignor further represents and warrants that it has received an Opinion of Counsel (the right to use and practice under all Patents and Copyrights that it owns and has delivered copies the exclusive right to exclude others from using or practicing under any Patents it owns. Each Assignor further warrants that it has no knowledge of any material third party claim that any aspect of such Opinion Assignor’s present or contemplated business operations infringes or will infringe any rights in any Patent or Copyright or that such Assignor has misappropriated any Trade Secrets, Trade Secret Rights or other proprietary information. Each Assignor represents and warrants that upon the recordation of Counsel an Assignment of Security Interest in United States Trademarks and Patents in the form of Annex G hereto in the United States Patent and Trademark Office and the recordation of an Assignment of Security Interest in United States Copyrights in the form of Annex H hereto in the United States Copyright Office, together with filings on Form UCC-1 pursuant to the Administrative Agent) substantially this Agreement, all filings, registrations and recordings necessary or appropriate to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agreement has been taken upon the filing Agent in the office United States Patents and United States Copyrights covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute an Assignment of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the Secretary same, and to execute such an Assignment of State Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright of such Assignor and to record the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of same. Each Assignor hereby grants to the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating Agent an absolute power of attorney to the Merger have been complied with (includingsign, upon the filing occurrence and during the continuance of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed)any Event of Default, any filing document which may be required by the Securities Exchange Act United States Patent and Trademark Office or equivalent governmental agency in any foreign jurisdiction or the United states Copyright Office or equivalent governmental agency in any foreign jurisdiction in order to effect an absolute assignment of 1934) all right, title and the Borrower has delivered to the Administrative Agent an Officer’s Certificate interest in each Patent and Copyright of MBFS USA and an Opinion of Counsel, each to that effect; and (b) MBFS USAsuch Assignor, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust Agreementcase may be, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in to record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants thatthat it is the true, lawful, sole and exclusive owner of or otherwise has the right to use the Marks listed in accordance Annex F hereto and that said listed Marks constitute all the Marks that such Assignor presently owns or uses in connection with Section 5.07 its business (other than immaterial unregistered Marks) and include all Marks registered in the United States Patent and Trademark Office or the equivalent thereof in any foreign country and all unregistered Marks (other than immaterial unregistered Marks) that such Assignor now owns, licenses or uses for products developed by such Assignor in connection with its business. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Marks that it uses. Each Assignor further warrants that it has no knowledge of any material third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any rights in any trademark, service ▇▇▇▇ or trade name. Each Assignor represents and warrants that it is the Collateral Agency Agreement: (i) MBVT (A) beneficial and record owner of all trademark registrations and applications listed in Annex F hereto and designated as "owned" thereon and that said registrations are valid, subsisting and have not been canceled and that such Assignor is organized not aware of any material third-party claim that any of said registrations is invalid or unenforceable, or that there is any reason that any of said applications will not pass to registration. Each Assignor represents and existing under warrants that upon the laws recordation of Delaware a Grant of Security Interest in United States Trademarks in the form of Annex I hereto in the United States Patent and (B) has assumedTrademark Office, by together with filings on Form UCC-1 pursuant to this Assumption Agreement, (1) the due all filings, registrations and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance recordings necessary or observance of every agreement and covenant of the Collateral Agency Agreement appropriate to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to the Merger Agreement and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred and be continuing; (iii) the Borrower has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Administrative Agent) substantially to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agent in the registered United States Marks covered by this Agreement has under federal law will have been taken accomplished. Each Assignor agrees to execute such a Grant of Security Interest in United States Trademark covering all right, title and interest in each registered United States ▇▇▇▇, and the associated goodwill, of such Assignor, and to record the same. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the filing in occurrence and during the office continuance of an Event of Default, any document which may be required by the Secretary United States Patent and Trademark Office or secretary of state or equivalent governmental agency of any State of the State United States or any foreign jurisdiction in order to effect an absolute assignment of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of the Collateral Agency Agreement all right, title and all conditions precedent provided for interest in the Collateral Agency Agreement relating to the Merger have been complied with (including, upon the filing of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed), any filing required by the Securities Exchange Act of 1934) and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust Agreement▇▇▇▇, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants thatthat it is the true, lawful, sole and exclusive owner of or otherwise has the right to use the Marks listed in accordance Annex D hereto and that said listed Marks constitute all the Marks that such Assignor presently owns or uses in connection with Section 5.07 its business and include all the United States federal registrations or applications registered in the United States Patent and Trademark Office. Each Assignor represents and warrants that it owns or otherwise has the right to use all Marks that it uses. Each Assignor further warrants that it has no knowledge as of the Collateral Agency Agreement: (i) MBVT (A) Second Restatement Effective Date, of any material third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any rights in any trademark, service mark or trade name. Each Assignor represents and warrants that it is organized ▇▇▇ beneficial and existing under record owner of all trademark registrations and applications listed in Annex D hereto and that said registrations are valid, subsisting and have not been canceled and that such Assignor is not aware of any material third party claim that any of said registrations is invalid or unenforceable, or that there is any reason that any of said applications will not pass to registration. Each Assignor represents and warrants that upon the laws recordation of Delaware an Assignment of Security Interest in United States Trademarks and (B) has assumedPatents in the form of Annex G hereto in ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, by ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇-▇ ▇▇▇suant to this Assumption Agreement, (1) the due all filings, registrations and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance recordings necessary or observance of every agreement and covenant of the Collateral Agency Agreement appropriate to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to the Merger Agreement and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred and be continuing; (iii) the Borrower has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Administrative Agent) substantially to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agent in the United States Marks covered by this Agreement has under federal law will have been taken accomplished. Each Assignor agrees to execute such an Assignment of Security Interest in United States Trademark and Patents covering all right, title and interest in each United States Mark, and the associated goodwill, of such Assignor, and to record th▇ ▇▇me. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the filing in occurrence and during the office continuance of an Event of Default, any document which may be required by the Secretary U.S. Patent and Trademark Office or secretary of state or equivalent governmental agency of any State of the State United States or any foreign jurisdiction in order to effect an absolute assignment of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of the Collateral Agency Agreement all right, title and all conditions precedent provided for interest in the Collateral Agency Agreement relating to the Merger have been complied with (including, upon the filing of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed), any filing required by the Securities Exchange Act of 1934) and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust AgreementMark, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants thatthat it is the true and lawful owner of or otherwise has the right to use the registered Marks listed in Annex D hereto for such Assignor and that said listed Marks constitute all the United States marks and applications for United States marks registered in the PTO that such Assignor presently owns or uses in connection with its business. Each Assignor further warrants that it has no knowledge of any third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications listed in accordance Annex D hereto and that said registrations are valid, subsisting, have not been cancelled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, or is not aware that there is any reason that any of said registrations is invalid or unenforceable, or is not aware that there is any reason that any of said applications will not pass to registration. Each Assignor represents and warrants that upon the recordation of a Grant of Security Interest in United States Trademarks and Patents in the form of Annex G hereto in the United States Patent and Trademark Office, together with Section 5.07 of the Collateral Agency Agreement: (i) MBVT (A) is organized and existing under the laws of Delaware and (B) has assumed, by filings on Form UCC-1 pursuant to this Assumption Agreement, (1) the due all filings, registrations and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance recordings necessary or observance of every agreement and covenant of the Collateral Agency Agreement appropriate to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to the Merger Agreement and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred and be continuing; (iii) the Borrower has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Administrative Agent) substantially to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agreement has been taken upon the filing Agent in the office United States Marks covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such a Grant of Security Interest in United States Trademark and Patents covering all right, title and interest in each United States ▇▇▇▇, and the Secretary associated goodwill, of State of such Assignor, and to record the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of same. Each Assignor hereby grants to the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating Agent an absolute power of attorney to the Merger have been complied with (includingsign, upon the filing occurrence and during the continuance of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed)an Event of Default, any filing document which may be required by the Securities Exchange Act United States Patent and Trademark Office in order to effect an absolute assignment of 1934) all right, title and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA and an Opinion of Counsel, interest in each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust Agreement▇▇▇▇, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants that, that it is the true and lawful exclusive owner of or otherwise has the right to use all rights in accordance with Section 5.07 of the Collateral Agency Agreement: (i) MBVT all trade secrets and proprietary information necessary to operate the business of such Assignor (A) is organized and existing under the laws of Delaware and (B) has assumed"Trade Secret Rights"), by this Assumption Agreement, (1) the due and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to the Merger Agreement Patents listed in Annex E hereto and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred and be continuing; (iii) the Borrower Copyrights listed in Annex F hereto, that said Patents constitute all the patents and applications for patents that such Assignor now owns and that are necessary in the conduct of the business of such Assignor and that such Copyrights constitute all registrations of copyrights and applications for copyright registrations that the Assignor now owns and that are necessary in the conduct of the business of such Assignor. Each Assignor further represents and warrants that it has received an Opinion of Counsel (the exclusive right to use and practice under all Patents and Copyrights that it owns and has delivered copies the exclusive right to exclude others from using or practicing under any Patents it owns. Each Assignor further warrants that, as of the Second Restatement Effective Date it has no knowledge of any material third party claim that any aspect of such Opinion Assignor's present or contemplated business operations infringes or will infringe any rights in any patent or copyright or such Assignor has misappropriated any trade secret or proprietary information. Each Assignor represents and warrants that upon the recordation of Counsel an Assignment of Security Interest in United States Trademarks and Patents in the form of Annex G hereto in the United States Patent and Trademark Office and the recordation of an Assignment of Security Interest in United States Copyrights in the form of Annex H hereto in the United States Copyright Office, together with filings on Form UCC-1 pursuant to the Administrative Agent) substantially this Agreement, all filings, registrations and recordings necessary or appropriate to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agreement has been taken upon the filing Agent in the office United States Patents and United States Copyrights covered by this Agreement under federal law will have been accomplished. Upon obtaining any Patent, each Assignor agrees to execute an Assignment of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the Secretary same, and upon obtaining any Copyright, to execute such an Assignment of State Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright of such Assignor and to record the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of same. Each Assignor hereby grants to the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating Agent an absolute power of attorney to the Merger have been complied with (includingsign, upon the filing occurrence and during the continuance of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed)any Event of Default, any filing document which may be required by the Securities Exchange Act U.S. Patent and Trademark Office or equivalent governmental agency in any foreign jurisdiction or the U.S. Copyright Office or equivalent governmental agency in any foreign jurisdiction in order to effect an absolute assignment of 1934) all right, title and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA interest in each Patent and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust AgreementCopyright, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in to record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants that, that it is the true and lawful owner of all rights in accordance with Section 5.07 of the Collateral Agency Agreement: (i) MBVT all trade secrets and proprietary information necessary to operate the business of such Assignor (A) is organized and existing under the laws of Delaware and (B) has assumed"Trade Secret Rights"), by this Assumption Agreement, (1) the due and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to the Merger Agreement Patents listed in Annex F hereto and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred and be continuing; (iii) the Borrower Copyrights listed in Annex G hereto, that said Patents constitute all the patents and applications for patents that such Assignor now owns and that such Copyrights constitute all registrations of copyrights and applications for copyright registrations that such Assignor now owns. Each Assignor further represents and warrants that it has received an Opinion the exclusive right to use and practice under all such Patents and Copyrights that it owns, uses or practices under. Each Assignor further warrants that it is aware of Counsel (and has delivered copies no claim that any aspect of such Opinion Assignor's present or contemplated business operations infringes or will infringe any rights of Counsel any third party in any patent or copyright or such Assignor has misappropriated any trade secret or proprietary information. Each Assignor represents and warrants that upon the recordation of an Assignment of Security Interest in United States Trademarks and Patents in the form of Annex H hereto in the United States Patent and Trademark Office and the recordation of an Assignment of Security Interest in United States Copyrights in the form of Annex I hereto in the United States Copyright Office, together with filings on Form UCC-1 pursuant to the Administrative Agent) substantially this Agreement, all filings, registrations and recordings necessary or appropriate to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agreement has been taken upon the filing Agent in the office United States Patents and United States Copyrights covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such an Assignment of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the Secretary same, and to execute such an Assignment of State Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright of such Assignor and to record the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of same. Each Assignor hereby grants to the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating Agent an absolute power of attorney to the Merger have been complied with (includingsign, upon the filing occurrence and during the continuance of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed)any Event of Default, any filing document which may be required by the Securities Exchange Act U.S. Patent and Trademark Office or equivalent governmental agency in any foreign jurisdiction or the U.S. Copyright Office or equivalent governmental agency in any foreign jurisdiction in order to effect an absolute assignment of 1934) all right, title and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA interest in each Patent and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust AgreementCopyright, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in to record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants that, in accordance with Section 5.07 that it is the true and lawful exclusive owner of or otherwise has the Collateral Agency Agreement: right to use all (i) MBVT (A) is organized and existing under the laws Trade Secret Rights of Delaware and (B) has assumedsuch Assignor, by this Assumption Agreement, (1) the due and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect rights in the Patents of such Assignor listed in Annex E hereto and that said Patents constitute all the patents and applications for patents that such Assignor now owns or that are otherwise used, pursuant to a license or sublicense, in the Merger Agreement conduct of the business of such Assignor and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred and be continuing; (iii) rights in the Borrower Copyrights of such Assignor listed in Annex F hereto, and that such Copyrights constitute all registrations of copyrights and applications for copyright registrations that the Assignor now owns or that are otherwise used, pursuant to a license or sublicense, in the conduct of the business of such Assignor. Each Assignor further represents and warrants that it has received the exclusive right (or, in the case of any Patents or Copyrights subject to an Opinion of Counsel (agreement which provides such right is non-exclusive, non-exclusive rights), in all material respects, to use and practice under all material Patents and Copyrights that it owns, uses, pursuant to a license or sublicense, or under which it practices and has delivered copies the exclusive right (or, in the case of Patent subject to an agreement which provides such right is non-exclusive, non-exclusive right), in all material respects, to exclude others from using or practicing under any Patents it owns, uses, pursuant to a license or sublicense, or under which it practices. Each Assignor further warrants that it has no knowledge of any material third party claim that any aspect of such Opinion Assignor's present or contemplated business operations infringes or will infringe any rights in any Patent or Copyright or that such Assignor has misappropriated any Trade Secrets, Trade Secret Rights or other proprietary information. Each Assignor represents and warrants that upon the recordation of Counsel a Grant of Security Interest in United States Trademarks and Patents in the form of Annex G hereto in the United States Patent and Trademark Office and the recordation of a Grant of Security Interest in United States Copyrights in the form of Annex H hereto in the United States Copyright Office, together with filings on Form UCC-1 pursuant to the Administrative Agent) substantially this Agreement, all filings, registrations and recordings necessary or appropriate to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agreement has been taken upon the filing Agent in the office registered United States Patents and registered United States Copyrights covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute a Grant of Security Interest in registered United States Trademarks and Patents covering all right, title and interest in each registered United States Patent of such Assignor and to record the Secretary same, and to execute such a Grant of State Security Interest in registered United States Copyrights covering all right, title and interest in each registered United States Copyright of such Assignor and to record the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of same. Each Assignor hereby grants to the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating Agent an absolute power of attorney to the Merger have been complied with (includingsign, upon the filing occurrence and during the continuance of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed)any Event of Default, any filing document which may be required by the Securities Exchange Act United States Patent and Trademark Office or equivalent governmental agency in any foreign jurisdiction or the United States Copyright Office or equivalent governmental agency in any foreign jurisdiction in order to effect an absolute assignment of 1934) all right, title and the Borrower has delivered to the Administrative Agent an Officer’s Certificate interest in each registered Patent and registered Copyright of MBFS USA and an Opinion of Counsel, each to that effect; and (b) MBFS USAsuch Assignor, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust Agreementcase may be, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in to record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Debtor represents and warrants that, in accordance with Section 5.07 that it is the true and lawful exclusive owner of or otherwise has the Collateral Agency Agreement: right to use all (i) MBVT (A) is organized Trade Secrets Rights and existing under proprietary information necessary to operate the laws business of Delaware and (B) has assumedsuch Debtor, by this Assumption Agreement, (1) the due and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to rights in the Merger Patents of such Debtor listed in Schedule 5.17 of the Credit Agreement and this Assumption Agreementthat said Patents constitute all the patents and applications for patents that such Debtor now owns or that are otherwise necessary in the conduct of the business of such Debtor, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred and be continuing; (iii) rights in the Borrower Copyrights of such Debtor listed in Schedule 5.17 of the Credit Agreement, and that such Copyrights constitute all registrations of copyrights and applications for copyright registrations that such Debtor now owns or that are otherwise necessary in the conduct of the business of such Debtor. Each Debtor further represents and warrants that it has received an Opinion of Counsel (the right to use and practice under all Patents and Copyrights that it owns, uses or under which it practices and has delivered copies the right to exclude others from using or practicing under any Patents it owns. Each Debtor further warrants that it has no knowledge as of the date hereof, of any material third party claim that any aspect of such Opinion Debtor’s present or contemplated business operations infringes or will infringe any rights in any Patent or Copyright or that such Debtor has misappropriated any Trade Secret, Trade Secret Rights or proprietary information. Each Debtor represents and warrants that upon the recordation of Counsel an Assignment of Security Interest in United States Trademarks and Patents in the form of Annex A hereto in the United States Patent and Trademark Office and the recordation of an Assignment of Security Interest in United States Copyrights in the form of Annex B hereto in the United States Copyright Office, together with filings on Form UCC-1 pursuant to the Administrative Agent) substantially this Agreement, all filings, registrations and recordings necessary or appropriate to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agreement has been taken upon the filing Agent in the office United States Patents and United States Copyrights covered by this Agreement under federal law will have been accomplished. Upon obtaining any Patent, each Debtor agrees to execute an Assignment of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Debtor and to record the Secretary same, and upon obtaining any Copyright, to execute such an Assignment of State Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright of such Debtor and to record the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of same. Each Debtor hereby grants to the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating Agent an absolute power of attorney to the Merger have been complied with (includingsign, upon the filing occurrence and during the continuance of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed)any Event of Default, any filing document which may be required by the Securities Exchange Act U.S. Patent and Trademark Office or equivalent governmental agency in any foreign jurisdiction or the U.S. Copyright Office or equivalent governmental agency in any foreign jurisdiction in order to effect an absolute assignment of 1934) all right, title and the Borrower has delivered to the Administrative Agent an Officer’s Certificate interest in each Patent and Copyright of MBFS USA and an Opinion of Counsel, each to that effect; and (b) MBFS USAsuch Debtor, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust Agreementcase may be, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in to record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants that, that it is the true and lawful exclusive owner of all rights in accordance with Section 5.07 of the Collateral Agency Agreement: (i) MBVT (A) is organized the material Patents listed in Annex J hereto for such Assignor and existing under that said listed Patents constitute all the laws of Delaware patents and (B) has assumed, by this Assumption Agreement, (1) the due applications for patents that such Assignor now owns and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect the material Copyrights listed in Annex K hereto for such Assignor and that said listed Copyrights constitute all material registrations of copyrights and applications for copyright registrations that such Assignor now owns. Each Assignor further represents and warrants that it is the true and lawful exclusive owner or licensee of all rights in all material United States trade secrets and proprietary information necessary to operate the Merger Agreement business of the Assignor (the "Trade Secret Rights"). Each Assignor further represents and warrants that it has the exclusive right to use and practice under all material Patents and material Copyrights that it owns, uses or practices under and has the exclusive right to exclude others from using or practicing under the claims of any material Patents it owns, uses or practices under. Each Assignor further warrants that, as of the date hereof, it has no knowledge of any material third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe in any material respect on any rights in any third party patent or copyright or that such Assignor has misappropriated in any material respect any trade secret or proprietary information. Each Assignor represents and warrants that upon the recordation of a Grant of Security Interest in United States Patents in the form of Annex M hereto in the United States Patent and Trademark Office and the recordation of a Grant of Security Interest in United States Copyrights in the form of Annex N hereto in the United States Copyright Office, together with filings on Form UCC-1 pursuant to this Assumption Agreement, no Potential Facility Defaultall filings, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred registrations and be continuing; (iii) the Borrower has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Administrative Agent) substantially to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is recordings necessary to maintain perfect the security interest granted under to the Collateral Agency Agreement has been taken upon the filing Agent in the office United States Patents and United States Copyrights covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such a Grant of Security Interest in United States Patents covering all right, title and interest in each United States Patent of such Assignor and to record the Secretary same and to execute such a Grant of State Security Interest in registered United States Copyrights covering all right, title and interest in each registered United States Copyright of such Assignor and to record the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of same. Each Assignor hereby grants to the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating Agent an absolute power of attorney to the Merger have been complied with (includingsign, upon the filing occurrence and during the continuance of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed)any Event of Default, any filing document which may be required by the Securities Exchange Act United States. Patent and Trademark Office or the United States Copyright Office in order to effect an absolute assignment of 1934) all right, title and interest in each Patent and registered Copyright and to record the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust Agreement, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants that, in accordance with Section 5.07 that it is the true and lawful owner of the Marks listed under its name in Annex D attached hereto and that said listed Marks constitute all the marks registered in the United States Patent and Trademark Office that such Assignor now owns in connection with its business. Each Assignor further warrants that it has no knowledge of any third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any trademark, service mark or tradename in a manner which is reasonably likely to have a ▇▇▇▇rial Adverse Effect. Each Assignor represents and warrants that upon the recordation of an assignment of security interest in United States Trademarks and Patents (each, an "Assignment of Security Interest in United States Trademarks and Patents") in a form satisfactory to the Collateral Agency Agreement: (i) MBVT (A) is organized Agent in the United States Patent and existing under the laws of Delaware and (B) has assumedTrademark Office, by together with filings on Form UCC-1 pursuant to this Assumption Agreement, (1) the due all filings, registrations and punctual payment of principal ofrecordings necessary or appropriate, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to the Merger Agreement and this Assumption Agreementextent permitted by applicable law, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred and be continuing; (iii) the Borrower has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Administrative Agent) substantially to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agent in the United States Marks covered by this Agreement has under federal law will have been taken accomplished. Each Assignor agrees to execute such Assignment of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Mark, and the associated goodwill, of such Assignor, and to record ▇▇▇ same. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the filing in occurrence and during the office continuance of an Event of Default, any document which may be required by the Secretary U.S. Patent and Trademark Office or secretary of state or equivalent governmental agency of any State of the State United States in order to effect an absolute assignment of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of the Collateral Agency Agreement all right, title and all conditions precedent provided for interest in the Collateral Agency Agreement relating to the Merger have been complied with (including, upon the filing of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed), any filing required by the Securities Exchange Act of 1934) and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust AgreementMark, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants thatthat it is the true, lawful, sole and exclusive owner of all rights in accordance with Section 5.07 of the Collateral Agency Agreement: (i) MBVT all trade secrets and proprietary information necessary to operate the business of such Assignor (A) is organized and existing under the laws of Delaware and (B) has assumed"Trade Secret Rights"), by this Assumption Agreement, (1) the due and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to the Merger Agreement Patents listed in Annex G hereto and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred and be continuing; (iii) the Borrower Copyrights listed in Annex H hereto, that said Patents constitute all the patents and applications for patents that such Assignor now owns and that such Copyrights constitute all registrations of copyrights and applications for copyright registrations that such Assignor now owns. Each Assignor further represents and warrants that it has received an Opinion the exclusive right to use and practice under all such Patents and Copyrights that it owns, uses or practices under. Each Assignor further warrants that it is aware of Counsel (and has delivered copies no claim that any aspect of such Opinion Assignor's present or contemplated business operations infringes or will infringe any rights of Counsel any third party in any patent or copyright or such Assignor has misappropriated any trade secret or proprietary information. Each Assignor represents and warrants that upon the recordation of an Assignment of Security Interest in United States Trademarks and Patents in the form of Annex I hereto in the United States Patent and Trademark Office and an Assignment of Security Interest in United States Copyrights in the form of Annex J hereto in the United States Copyright Office, together with filings on Form UCC-1 pursuant to the Administrative Agent) substantially this Agreement, all filings registrations and recordings necessary or appropriate to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agreement has been taken upon the filing Agent in the office United States Patents, United States Copyrights and Trade Secret Rights covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute an Assignment of Security Interest in United States Patents and Trademarks and an Assignment of Security Interest in United States Copyrights covering all right, title and interest in each United States Patent and each United States Copyright, and the associated goodwill of the Secretary of State of Assignor, and to record the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of same. Each Assignor hereby grants to the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating Agent an absolute power of attorney to the Merger have been complied with (includingsign, upon the filing occurrence and during the continuance of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed)any Event of Default, any filing document which may be required by the Securities Exchange Act U.S. Patent and Trademark Office or equivalent governmental agency in any foreign jurisdiction or the U.S. Copyright Office or equivalent governmental agency in any foreign jurisdiction in order to effect an absolute assignment of 1934) all right, title and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA interest in each Patent and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust AgreementCopyright, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in to record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants thatthat it is the true, lawful, sole and exclusive owner of or otherwise has the right to use the Marks and Domain Names listed in accordance with Section 5.07 of the Collateral Agency Agreement: Annex I hereto and that said listed Marks and Domain Names (i) MBVT (A) is organized constitute all the Marks and existing under the laws of Delaware Domain Names that such Assignor presently owns or uses in connection with its business and (B) has assumed, by this Assumption Agreement, (1) the due and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect include all Marks and applications for Marks registered in the United States Patent and Trademark Office (or the equivalent thereof in any foreign country), all material unregistered Marks that such Assignor now owns, licenses or uses in connection with its business on the date hereof and all Domain Names that such Assignor owns or uses in connection with its business on the date hereof. Each Assignor further warrants that it has no knowledge, as of the date hereof, of any material third party claim that any aspect of such Assignor’s present or contemplated business operations infringes or will infringe any rights in any trademark, service ▇▇▇▇ or trade name. Each Assignor represents and warrants that it is the beneficial and record owner of all trademark registrations and applications listed in Annex I hereto and designated as “owned” thereon and that said registrations are valid, subsisting and have not been canceled and that such Assignor is not aware of any material third party claim that any of said registrations is invalid or unenforceable, or that there is any reason that any of said applications will not pass to registration. Each Assignor represents and warrants that upon the Merger Agreement recordation of a Grant of Security Interest in United States Trademarks and Patents in the form of Annex L hereto in the United States Patent and Trademark Office, together with filings on Form UCC-1 pursuant to this Assumption Agreement, no Potential Facility Defaultall filings, Facility Default, Potential Exchange Note Default registrations and recordings necessary or Exchange Note Default will have occurred and be continuing; (iii) the Borrower has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel appropriate to the Administrative Agent) substantially to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted to the Second-Lien Collateral Agent in the United States Marks covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such a Grant of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States ▇▇▇▇, and the associated goodwill, of such Assignor, and to record the same. Each Assignor hereby grants to the Second-Lien Collateral Agency Agreement has been taken Agent an absolute power of attorney to sign, upon the filing in occurrence and during the office continuance of an Event of Default, any document which may be required by the Secretary U.S. Patent and Trademark Office or secretary of state or equivalent governmental agency of any State of the State United States or any foreign jurisdiction in order to effect an absolute assignment of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of the Collateral Agency Agreement all right, title and all conditions precedent provided for interest in the Collateral Agency Agreement relating to the Merger have been complied with (including, upon the filing of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed), any filing required by the Securities Exchange Act of 1934) and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust Agreement▇▇▇▇ and/or Domain Name, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USAExcept as set forth in the Annexes attached hereto, as Titling Trust Administrator and Servicer, hereby each Assignor represents and warrants that, in accordance with Section 5.07 as of the Collateral Agency Agreement: date hereof that it is the true and lawful owner or licensee of all rights in (i) MBVT (A) is organized and existing under the laws of Delaware and (B) has assumedall Trade Secrets, by this Assumption Agreement, (1) the due and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to the Merger Agreement Patents of such Assignor listed in Annex E attached hereto and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred that said Patents constitute all the patents and be continuing; applications for patents that such Assignor now owns and (iii) the Borrower has received an Opinion of Counsel (and has delivered copies Copyrights of such Opinion Assignor listed in Annex F attached hereto and that said Copyrights constitute all the registered copyrights and applications for copyright registrations that such Assignor now owns. Except as set forth on Annex F, each Assignor further warrants as of Counsel the date hereof that it is not aware of any third party claim that such Assignor’s use of any patent or any copyright material to the Administrative Agent) substantially to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 operation of the Code Assignor’s business infringes or will infringe any material patent or any material copyright owned by or licensed to any third party or that such Assignor has misappropriated any material Trade Secret owned by or licensed to any third party. Each Assignor represents and (B) warrants that upon the Borrower recordation of an Assignment of Security Interest in United States Trademarks and Patents in the form of Annex G hereto in the United States Patent and Trademark Office and the recordation of an Assignment of Security Interest in United States Copyrights in the form of Annex H hereto in the United States Copyright Office, together with filings on Form UCC-1 pursuant to be treated as an association this Agreement, all filings, registrations and recordings necessary or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary appropriate to maintain perfect the security interest granted under to the Collateral Agency Agreement has been taken upon the filing Agent in the office United States Patents and United States Copyrights covered by this Agreement under federal law will have been accomplished. Upon obtaining any Patent, each Assignor agrees to execute an Assignment of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the Secretary same, and upon obtaining any registration of State a Copyright, to execute such an Assignment of Security Interest in United States Copyrights covering all right, title and interest in each such registered United States Copyright of such Assignor and to record the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of same. Each Assignor hereby grants to the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating Agent an absolute power of attorney to the Merger have been complied with (includingsign, upon the filing occurrence and during the continuance of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed)any Event of Default, any filing document which may be required by the Securities Exchange Act U.S. Patent and Trademark Office or equivalent governmental agency in any foreign jurisdiction or the U.S. Copyright Office or equivalent governmental agency in any foreign jurisdiction in order to effect an absolute assignment of 1934) all right, title and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA interest in each Patent and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust AgreementCopyright, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in to record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants thatthat it is the true, lawful, sole and exclusive owner of or otherwise has the right to use the material registered Marks listed in accordance Annex D hereto for such Assignor, and that said listed Marks include all the United States marks and applications for United States marks registered in the United States Patent and Trademark Office that such Assignor presently owns or uses in connection with Section 5.07 its business. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use all material Marks that it uses. Each Assignor further warrants that it has no knowledge of any material third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe in any material respect any trademark, service mark or trade name. Each Assignor represents and warrants that upon ▇▇▇ recordation of an Assignment of Security Interest in United States Trademarks and Patents in the Collateral Agency Agreement: (i) MBVT (A) is organized form of Annex G hereto in the United States Patent and existing under the laws of Delaware and (B) has assumedTrademark Office, by together with filings on Form UCC-1 pursuant to this Assumption Agreement, (1) the due all filings, registrations and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance recordings necessary or observance of every agreement and covenant of the Collateral Agency Agreement appropriate to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to the Merger Agreement and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred and be continuing; (iii) the Borrower has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Administrative Agent) substantially to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agent in the United States Marks covered by this Agreement has under federal law will have been taken accomplished. Each Assignor agrees to execute such an Assignment of Security Interest in United States Trademark and Patents covering all right, title and interest in each United States Mark, and the associated goodwill, of such Assignor, and to rec▇▇▇ the same. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the filing in occurrence and during the office continuance of an Event of Default, any document which may be required by the Secretary United States Patent and Trademark Office or secretary of state or equivalent governmental agency of any State of the State United States in order to effect an absolute assignment of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of the Collateral Agency Agreement all right, title and all conditions precedent provided for interest in the Collateral Agency Agreement relating to the Merger have been complied with (including, upon the filing of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed), any filing required by the Securities Exchange Act of 1934) and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust AgreementMark, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants that, in accordance with Section 5.07 that as of the Collateral Agency Agreement: Second Restatement Effective Date, it is the true and lawful exclusive owner of or otherwise has the right to use all rights in (i) MBVT all trade secrets and proprietary information necessary to operate the business of such Assignor (A) is organized and existing under the laws of Delaware and (B) has assumed“Trade Secret Rights”), by this Assumption Agreement, (1) the due and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to the Merger Agreement Patents listed in Annex G hereto for such Assignor and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred that said Patents constitute all the patents and be continuing; applications for patents that such Assignor now owns and that as of the Second Restatement Effective Date are necessary in the conduct of the business of such Assignor as currently conducted and (iii) the Borrower has received an Opinion Copyrights listed in Annex H hereto for such Assignor and that said Copyrights constitute all the United States copyrights registered with the United States Copyright Office and applications for United States copyrights that such Assignor owns as of Counsel (the Second Restatement Effective Date and has delivered copies that are necessary in the conduct of the business of such Opinion of Counsel to the Administrative Agent) substantially to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated Assignor as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain the security interest granted under the Collateral Agency Agreement has been taken upon the filing in the office of the Secretary of State of the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating to the Merger have been complied with (including, upon the filing of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed), any filing required by the Securities Exchange Act of 1934) and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby currently conducted. Each Assignor further represents and warrants that it has the exclusive right to use and practice under all Patents and Copyrights that it owns and has the exclusive right to exclude others from using or practicing under any Patents it owns, except as otherwise permitted by the Secured Debt Agreements. Each Assignor further warrants that, in accordance with Section 2.11(a)(v) as of the DT Trust Agreement: Second Restatement Effective Date, it has no knowledge of any material third party claim that any aspect of such Assignor’s present or contemplated business operations infringes or will infringe any rights in any patent or copyright or such Assignor has misappropriated any trade secret or proprietary information. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of any Event of Default, any document which may be required by the United States Patent and Trademark Office (ior equivalent governmental agency in any foreign jurisdiction) pursuant or the United States Copyright Office (or equivalent governmental agency in any foreign jurisdiction) in order to this Assumption Agreementeffect an absolute assignment of all right, MBVT has assumed all of DT’s obligations under the DT Trust Agreementtitle and interest in each Patent and Copyright, and all Titling Trust Notes to record the same and all Titling Trust Note Indentures (as defined upon request by Collateral Agent each Assignor agrees to execute and deliver a power of attorney in the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 form of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issued4.1 hereto.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants that, in accordance with Section 5.07 that it is the true and lawful owner of or otherwise has the Collateral Agency Agreement: right to use (i) MBVT (A) is organized all material United States and existing under foreign trade secrets and proprietary information necessary to operate the laws of Delaware and (B) has assumed, by this Assumption Agreement, (1) the due and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions business of the Collateral Agency Agreement and Assignor (the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower"Trade Secret Rights"), all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to the Merger Agreement Patents listed in Annex E hereto for such Assignor and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default that said Patents constitute all the patents and applications for patents that such Assignor owns or Exchange Note Default will have occurred uses as of the Effective Date and be continuing; (iii) the Borrower Copyrights listed in Annex F hereto for such Assignor and that said Copyrights constitutes all registrations of copyrights and applications for copyright registrations that such Assignor owns or uses as of the Effective Date. Each Assignor further warrants that it has received an Opinion no knowledge of Counsel (and has delivered copies any third party claim that any aspect of such Opinion Assignor's present or contemplated business operations infringes or will infringe any patent or any copyright or such Assignor has misappropriated any trade secret or proprietary information, except those claims which in the aggregate could not be reasonably expected to have a Material Adverse Effect. Each Assignor represents and warrants that upon the recordation of Counsel a Grant of Security Interest in United States Trademarks and Patents in the form of Annex G hereto in the United States Patent and Trademark Office and the recordation of a Grant of Security Interest in United States Copyrights in the form of Annex H hereto in the United States Copyright Office, together with filings on Form UCC-1 pursuant to the Administrative Agent) substantially this Agreement, all filings, registrations and recordings necessary or appropriate to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agreement has been taken upon the filing Agent in the office United States Patents and United States Copyrights covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such a Grant of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the Secretary same, and to execute such a Grant of State Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright of such Assignor and to record the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of same. Each Assignor hereby grants to the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating Agent an absolute power of attorney to the Merger have been complied with (includingsign, upon the filing occurrence and during the continuance of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed)any Event of Default, any filing document which may be required by the Securities Exchange Act United States Patent and Trademark Office (or the equivalent thereof in any foreign jurisdiction) or the United States Copyright Office (or the equivalent thereof in any foreign jurisdiction) in order to effect an absolute assignment of 1934) all right, title and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA interest in each Patent and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust AgreementCopyright, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in to record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants that, in accordance with Section 5.07 that it is the true and lawful exclusive owner of or otherwise has the Collateral Agency Agreement: right to use all (i) MBVT (A) is organized and existing under the laws Trade Secret Rights of Delaware and (B) has assumedsuch Assignor, by this Assumption Agreement, (1) the due and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect rights in the Patents of such Assignor listed in Annex E hereto and that said Patents constitute all the patents and applications for patents that such Assignor now owns or that are otherwise used, pursuant to a license or sublicense, in the Merger Agreement conduct of the business of such Assignor and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred and be continuing; (iii) rights in the Borrower Copyrights of such Assignor listed in Annex F hereto, and that such Copyrights constitute all registrations of copyrights and applications for copyright registrations that the Assignor now owns or that are otherwise used, pursuant to a license or sublicense, in the conduct of the business of such Assignor. Each Assignor further represents and warrants that it has received the exclusive right (or, in the case of any Patents or Copyrights subject to an Opinion of Counsel (agreement which provides such right is non-exclusive, non-exclusive rights) to use and practice under all Patents and Copyrights that it owns, uses, pursuant to a license or sublicense, or under which it practices and has delivered copies the exclusive right (or, in the case of Patent subject to an agreement which provides such right is non-exclusive, non-exclusive right) to exclude others from using or practicing under any Patents it owns, uses, pursuant to a license or sublicense, or under which it practices. Each Assignor further warrants that it has no knowledge of any material third party claim that any aspect of such Opinion Assignor's present or contemplated business operations infringes or will infringe any rights in any Patent or Copyright or that such Assignor has misappropriated any Trade Secrets, Trade Secret Rights or other proprietary information. Each Assignor represents and warrants that upon the recordation of Counsel a Grant of Security Interest in United States Trademarks and Patents in the form of Annex G hereto in the United States Patent and Trademark Office and the recordation of a Grant of Security Interest in United States Copyrights in the form of Annex H hereto in the United States Copyright Office, together with filings on Form UCC-1 pursuant to the Administrative Agent) substantially this Agreement, all filings, registrations and recordings necessary or appropriate to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agreement has been taken upon the filing Agent in the office registered United States Patents and registered United States Copyrights covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute a Grant of Security Interest in registered United States Trademarks and Patents covering all right, title and interest in each registered United States Patent of such Assignor and to record the Secretary same, and to execute such a Grant of State Security Interest in registered United States Copyrights covering all right, title and interest in each registered United States Copyright of such Assignor and to record the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of same. Each Assignor hereby grants to the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating Agent an absolute power of attorney to the Merger have been complied with (includingsign, upon the filing occurrence and during the continuance of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed)any Event of Default, any filing document which may be required by the Securities Exchange Act United States Patent and Trademark Office or equivalent governmental agency in any foreign jurisdiction or the United States Copyright Office or equivalent governmental agency in any foreign jurisdiction in order to effect an absolute assignment of 1934) all right, title and the Borrower has delivered to the Administrative Agent an Officer’s Certificate interest in each registered Patent and registered Copyright of MBFS USA and an Opinion of Counsel, each to that effect; and (b) MBFS USAsuch Assignor, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust Agreementcase may be, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in to record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants that, in accordance with Section 5.07 that as of the Second Restatement Effective Date it is the true, lawful, sole and exclusive owner of or otherwise has the right to use the Marks and Domain Names listed in Annex F hereto for such Assignor and that said listed Marks and Domain Names include all the United States marks or applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor presently owns or uses in connection with its business as of the Second Restatement Effective Date. Each Assignor represents and warrants that it owns or otherwise has the right to use all material Marks and Domain Names that it uses. Each Assignor further warrants that it has no knowledge, as of the Second Restatement Effective Date, of any material third party claim that any aspect of such Assignor’s present or contemplated business operations infringes or will infringe any rights in any trademark, service ▇▇▇▇ or trade name of any other Person. Each Assignor represents and warrants that as of the Second Restatement Effective Date it is the beneficial and record owner of all United States trademark registrations and applications and Domain Name registrations listed in Annex F hereto for such Assignor and that as of the Second Restatement Effective Date, other than as set forth on Annex F hereto, said registrations are valid, subsisting and have not been canceled and that such Assignor is not aware of any material third party claim that any of said registrations is invalid or unenforceable. Each Assignor hereby grants to the Collateral Agency Agreement: (i) MBVT (A) is organized Agent an absolute power of attorney to sign, upon the occurrence and existing under during the laws continuance of Delaware and (B) has assumedan Event of Default, by this Assumption Agreement, (1) the due and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance any document which may be required by the Borrower with the provisions United States Patent and Trademark Office or secretary of the Collateral Agency Agreement and the performance state or observance equivalent governmental agency of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to the Merger Agreement and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred and be continuing; (iii) the Borrower has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Administrative Agent) substantially to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain the security interest granted under the Collateral Agency Agreement has been taken upon the filing in the office of the Secretary of State of the State United States or any foreign jurisdiction in order to effect an absolute assignment of Delaware all right, title and interest in each ▇▇▇▇ and/or Domain Name, and record the same and upon request by Collateral Agent each Assignor agrees to execute and deliver a power of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating to the Merger have been complied with (including, upon the filing of a report on Form 8-K attorney in the form set forth as of Exhibit 3 (which the Servicer will cause to be timely filed), any filing required by the Securities Exchange Act of 1934) and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust Agreement, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issued4.1 hereto.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants that, in accordance with Section 5.07 that it is the true and lawful owner of or otherwise has the Collateral Agency Agreement: right to use (i) MBVT (A) is organized all material United States and existing under foreign trade secrets and proprietary information necessary to operate the laws of Delaware and (B) has assumed, by this Assumption Agreement, (1) the due and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions business of the Collateral Agency Agreement and Assignor (the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower"Trade Secret Rights"), all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to the Merger Agreement Patents listed in Annex E hereto for such Assignor and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred that said Patents constitute all the patents and be continuing; applications for patents that such Assignor now owns and (iii) the Borrower Copyrights listed in Annex F hereto for such Assignor and that said Copyrights constitute all registrations of copyrights and applications for copyright registrations that such Assignor now owns. Each Assignor further warrants that it has received an Opinion no knowledge of Counsel (and has delivered copies any third party claim that any aspect of such Opinion Assignor's present or contemplated business operations infringes or will infringe any patent or any copyright or such Assignor has misappropriated any trade secret or proprietary information. Each Assignor represents and warrants that upon the recordation of Counsel a Grant of Security Interest in United States Trademarks and Patents in the form of Annex G hereto in the United States Patent and Trademark Office and the recordation of a Grant of Security Interest in United States Copyrights in the form of Annex H hereto in EXHIBIT G Page 11 the United States Copyright Office, together with filings on Form UCC-1 pursuant to the Administrative Agent) substantially this Agreement, all filings, registrations and recordings necessary or appropriate to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agreement has been taken upon the filing Agent in the office United States Patents and United States Copyrights covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such a Grant of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the Secretary same, and to execute such a Grant of State Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright of such Assignor and to record the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of same. Each Assignor hereby grants to the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating Agent an absolute power of attorney to the Merger have been complied with (includingsign, upon the filing occurrence and during the continuance of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed)any Event of Default, any filing document which may be required by the Securities Exchange Act United States Patent and Trademark Office (or the equivalent thereof in any foreign jurisdiction) or the United States Copyright Office (or the equivalent thereof in any foreign jurisdiction) in order to effect an absolute assignment of 1934) all right, title and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA interest in each Patent and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust AgreementCopyright, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in to record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants that, that it is the true and lawful exclusive owner of all rights in accordance with Section 5.07 of the Collateral Agency Agreement: (i) MBVT all trade secrets and proprietary information necessary to operate the business of such Assignor (A) is organized and existing under the laws of Delaware and (B) has assumed"Trade Secret Rights'), by this Assumption Agreement, (1) the due and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to the Merger Agreement Patents listed in Annex E hereto and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred and be continuing; (iii) the Borrower Copyrights listed in Annex F hereto, that said Patents constitute all the patents and applications for patents that such Assignor now owns and that are necessary in the conduct of the business of such Assignor and that such Copyrights constitute all registrations of copyrights and applications for copyright registrations that the Assignor now owns and that are necessary in the conduct of the business of such Assignor. Each Assignor further represents and warrants that it has received an Opinion of Counsel (the exclusive right to use and practice under all Patents and Copyrights that it owns, uses or practices under and has delivered copies the exclusive right to exclude others from using or practicing under any Patents its owns, uses or practices under. Each Assignor further warrants that, as of the date hereof it has no knowledge of any third party claim that any aspect of such Opinion Assignor's present or contemplated business operations infringes or will infringe any rights in any patent or copyright or such Assignor has misappropriated any trade secret or proprietary information. Each Assignor represents and warrants that upon the recordation of Counsel an Assignment of Security Interest in United States Trademarks and Patents in the form of Annex G hereto in the United States Patent and Trademark Office and the recordation of an Assignment of Security Interest in United States Copyrights in the form of Annex H hereto in the United States Copyright Office, together with filings on Form UCC-1 pursuant to the Administrative Agent) substantially this Agreement, all filings, registrations and recordings necessary or appropriate to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agreement has been taken upon the filing Agent in the office United States Patents and United States Copyrights covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such an Assignment of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the Secretary same, and to execute such an Assignment of State Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright of such Assignor and to record the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of same. Each Assignor hereby grants to the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating Agent an absolute power of attorney to the Merger have been complied with (includingsign, upon the filing occurrence and during the continuance of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed)any Event of Default, any filing document which may be required by the Securities Exchange Act U.S. Patent and Trademark Office or equivalent governmental agency in any foreign jurisdiction or the U.S. Copyright Office or equivalent governmental agency in any foreign jurisdiction in order to effect an absolute assignment of 1934) all right, title and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA interest in each Patent and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust AgreementCopyright, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in to record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants that, that it is the true and lawful owner of or otherwise has the right to use the registered Marks listed in accordance Annex D hereto for such Assignor and that said listed Marks constitute all the marks and applications for marks registered in the United States Patent and Trademark Office or the equivalent thereof in any foreign country that such Assignor owns or uses in connection with Section 5.07 its business as of the Collateral Agency Agreement: (i) MBVT (A) Effective Date. Each Assignor represents and warrants that it owns, is organized licensed to use or otherwise has the right to use all Marks that it uses. Each Assignor further warrants that it has no knowledge of any third party claim that any aspect of such Assignor's pre sent or contemplated business operations infringes or will infringe any trademark, service mark or trade name. Each Assignor represents and existing under warrants that it ▇▇ ▇he true and lawful owner of or otherwise has the laws right to use all trademark registrations and applications listed in Annex D hereto and that said registrations are valid, subsisting, have not been canceled and that such Assignor is not aware of Delaware any third-party claim that any of said registrations is invalid or unenforceable, or is not aware that there is any reason that any of said registrations is invalid or unenforceable, or is not aware that there is any reason that any of said applications will not pass to registration. Each Assignor represents and (B) has assumedwarrants that upon the recordation of a Grant of Security Interest in United States Trademarks and Patents in the form of Annex G hereto in the United States Patent and Trademark Office, by together with filings on Form UCC-1 pursuant to this Assumption Agreement, (1) the due all filings, registrations and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance recordings necessary or observance of every agreement and covenant of the Collateral Agency Agreement appropriate to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to the Merger Agreement and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred and be continuing; (iii) the Borrower has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Administrative Agent) substantially to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agreement has been taken upon the filing Agent in the office United States Marks covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such a Grant of Security Interest in United States Trademark and Patents covering all right, title and interest in each United States Mark, and the Secretary associated goodwill, of State of the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of such Assignor, and to record ▇▇▇ same. Each Assignor hereby grants to the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating Agent an absolute power of attorney to the Merger have been complied with (includingsign, upon the filing occurrence and during the continuance of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed)an Event of Default, any filing document which may be required by the Securities Exchange Act of 1934) United States Patent and Trademark Office or the Borrower has delivered equivalent thereof in any foreign country in order to the Administrative Agent effect an Officer’s Certificate of MBFS USA and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) absolute assignment of the DT Trust Agreement: (i) pursuant to this Assumption AgreementAssignor's right, MBVT has assumed all of DT’s obligations under the DT Trust Agreementtitle and interest in each Mark, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants thatthat it is the true, lawful, sole and exclusive owner of or otherwise has the right to use the Marks listed in accordance Annex D hereto and that said listed Marks constitute all the Marks that such Assignor presently owns or uses in connection with Section 5.07 its business (other than immaterial unregistered Marks) and include all Marks registered in the United States Patent and Trademark Office or the equivalent thereof in any foreign country and all unregistered Marks (other than immaterial unregistered Marks) that such Assignor now owns, licenses or uses for products developed by such Assignor in connection with its business. Each Assignor further warrants that it has no knowledge of any material third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any rights in any trademark, service mark ▇▇ trade name. Each Assignor represents and warrants that it is the Collateral Agency Agreement: (i) MBVT (A) beneficial and record owner of all trademark registrations and applications listed in Annex D hereto and designated as "owned" thereon and that said registrations are valid, subsisting and have not been canceled and that such Assignor is organized not aware of any material third-party claim that any of said registrations is invalid or unenforceable, or that there is any reason that any of said applications will not pass to registration. Each Assignor represents and existing under warrants that upon the laws recordation of Delaware a Grant of Security Interest in United States Trademarks and (B) has assumedPatents in the form of Annex G hereto in the United States Patent and Trademark Office, by together with filings on Form UCC-1 pursuant to this Assumption Agreement, (1) the due all filings, registrations and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance recordings necessary or observance of every agreement and covenant of the Collateral Agency Agreement appropriate to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to the Merger Agreement and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred and be continuing; (iii) the Borrower has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Administrative Agent) substantially to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agent in the registered United States Marks covered by this Agreement has under federal law will have been taken accomplished. Each Assignor agrees to execute such a Grant of Security Interest in United States Trademark and Patents covering all right, title and interest in each registered United States Mark, ▇▇d the associated goodwill, of such Assignor, and to record the same. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the filing in occurrence and during the office continuance of an Event of Default, any document which may be required by the Secretary United States Patent and Trademark Office or secretary of state or equivalent governmental agency of any State of the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating to the Merger have been complied with (including, upon the filing of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed), any filing required by the Securities Exchange Act of 1934) and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust Agreement, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, United States or any agreement or other document pursuant foreign jurisdiction in order to which any Titling Trust Note or Security has been issuedeffect an absolute assignment of all right, title and interest in each Mark, ▇▇d record the same.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants that, as of the Initial Borrowing Date, it is the true, lawful, sole and exclusive owner of or otherwise has the right to use the Tractor Trailers of such Assignor listed in accordance Annex J hereto and that said listed Tractor Trailers constitute all the Tractor Trailers that such Assignor presently owns or uses in connection with Section 5.07 its business. Each Assignor represents and warrants that upon the recordation of a security interest in favor of the Collateral Agency Agreement: Agent on the certificate of title for each Tractor Trailer listed on Annex J (iother than Excluded Unperfected Tractor Trailer Collateral) MBVT (A) is organized and existing under the laws of Delaware and (B) has assumed, by this Assumption Agreement, (1) the due and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance filing of such certificates of title in the state or province specified for such Tractor Trailer on Annex J (which recordations have been made if this representation and (2) compliance by warranty is being made no later than the Borrower with 90th day following the provisions of Initial Borrowing Date or such later date as the Collateral Agency Agreement and the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the BorrowerAgent may decide in its sole discretion), all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect filings, registrations and recordings necessary or appropriate to the Merger Agreement and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred and be continuing; (iii) the Borrower has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Administrative Agent) substantially to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agent for the benefit of the Secured Creditors (excluding the Existing Senior Subordinated Secured Notes Creditor, in the case of Tractor Trailers and rights therein owned or held by any Assignor which constitute Excluded Existing Senior Subordinated Secured Notes Collateral) in the Tractor Trailers listed on Annex J and covered by this Agreement has (other than the Excluded Unperfected Tractor Trailer Collateral) will have been taken upon accomplished, and such security interests shall be perfected under applicable law. Each Assignor agrees to execute all documentation reasonably required to effect such recordations and to cause the filing in the office of the Secretary relevant certificates of State of title with the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of appropriate state or provincial governmental agency. Each Assignor hereby grants to the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating Agent an absolute power of attorney to the Merger have been complied with (includingsign, upon the filing occurrence and during the continuance of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed)an Event of Default, any filing document which may be required by the Securities Exchange Act relevant governmental agency of 1934) any state or province in order to effect an absolute assignment of all right, title and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA and an Opinion of Counsel, interest in each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust AgreementTractor Trailer, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in register the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants that, that it is the true and lawful exclusive owner of all rights in accordance with Section 5.07 of the Collateral Agency Agreement: (i) MBVT all trade secrets and proprietary information necessary to operate the business of such Assignor (A) is organized and existing under the laws of Delaware and (B) has assumed"Trade Secret Rights"), by this Assumption Agreement, (1) the due and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to the Merger Agreement Patents listed in Annex E hereto and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred and be continuing; (iii) the Borrower Copyrights listed in Annex F hereto, that said Patents constitute all the patents and applications for patents that such Assignor now owns and that are necessary in the conduct of the business of such Assignor and that said Copyrights constitute all registrations of copyrights and applications for copyright registrations that the Assignor now owns and that are necessary in the conduct of the business of such Assignor. Each Assignor further represents and warrants that it has received an Opinion of Counsel (the exclusive right to use and practice under all Patents and Copyrights that it owns, uses or practices under and has delivered copies the exclusive right to exclude others from using or practicing under any Patents its owns, uses or practices under. Each Assignor further warrants that, as of the date hereof, it has no knowledge of any third party claim that any aspect of such Opinion Assignor's present or contemplated business operations infringes or will infringe any rights in any patent or copyright or such Assignor has misappropriated any trade secret or proprietary information. Each Assignor represents and warrants that upon the recordation of Counsel an Assignment of Security interest in United States Trademarks and Patents in the form of Annex G hereto in the United States Patent and Trademark Office and the recordation of an Assignment of Security interest in United States Copyrights in the form of Annex H hereto in the United States Copyright Office, together with filings on Form UCC-1 pursuant to the Administrative Agent) substantially this Agreement, all filings, registrations and recordings necessary or appropriate to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agreement has been taken upon the filing Agent in the office United States Patents and United States Copyrights covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such an Assignment of Security interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the Secretary same, and to execute such an Assignment of State Security interest in United States Copyrights covering all right, title and interest in each United States Copyright of such Assignor and to record the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of same. Each Assignor hereby grants to the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating Agent an absolute power of attorney to the Merger have been complied with (includingsign, upon the filing occurrence and during the continuance of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed)any Event of Default, any filing document which may be required by the Securities Exchange Act U.S. Patent and Trademark Office or equivalent governmental agency in any foreign jurisdiction or the U.S. Copyright Office or equivalent governmental agency in any foreign jurisdiction in order to effect an absolute assignment of 1934) all right, title and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA interest in each Patent and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust AgreementCopyright, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in to record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants thatthat it is the true, in accordance with Section 5.07 lawful, sole and exclusive owner of the Collateral Agency Agreement: (i) MBVT (A) Marks listed in Annex D hereto and that said listed Marks constitute all the Marks that such Assignor presently owns or uses in connection with its business and include all the United States federal registrations or applications registered in the United States Patent and Trademark Office. Each Assignor represents and warrants that it owns all Marks that it uses. Each Assignor further warrants that it has no knowledge as of the date hereof, of any third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any rights in any trademark, service mark ▇▇ trade name. Each Assignor represents and warrants that it is organized the beneficial and existing under record owner of all trademark registrations and applications listed in Annex D hereto and that said registrations are valid, subsisting and have not been cancelled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, or that there is any reason that any of said applications will not pass to registration. Each Assignor represents and warrants that upon the laws recordation of Delaware an Assignment of Security Interest in United States Trademarks and (B) has assumedPatents in the form of Annex G hereto in the United States Patent and Trademark Office, by together with filings on Form UCC-1 pursuant to this Assumption Agreement, (1) the due all filings, registrations and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance recordings necessary or observance of every agreement and covenant of the Collateral Agency Agreement appropriate to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to the Merger Agreement and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred and be continuing; (iii) the Borrower has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Administrative Agent) substantially to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agent in the United States Marks covered by this Agreement has under federal law will have been taken accomplished. Each Assignor agrees to execute such an Assignment of Security Interest in United States Trademark and Patents covering all right, title and interest in each United States Mark, ▇▇d the associated goodwill, of such Assignor, and to record the same. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the filing in occurrence and during the office continuance of an Event of Default, any document which may be required by the Secretary U.S. Patent and Trademark Office or secretary of state or equivalent governmental agency of any State of the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating to the Merger have been complied with (including, upon the filing of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed), any filing required by the Securities Exchange Act of 1934) and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust Agreement, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, United States or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedforeign

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Debtor represents and warrants thatthat it is the true, lawful, sole and exclusive owner of or otherwise has the right to use the Marks and Domain Names listed in accordance with Section 5.07 of the Collateral Agency Agreement: Annex D hereto and that said listed Marks and Domain Names (i) MBVT (A) is organized constitute all the Marks and existing under the laws of Delaware Domain Names that such Debtor presently owns or uses in connection with its business and (B) has assumed, by this Assumption Agreement, (1) the due and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect include all Marks and applications for Marks registered in the United States Patent and Trademark Office (or the equivalent thereof in any foreign country), all material unregistered Marks that such Debtor now owns, licenses or uses in connection with its business on the date hereof and all Domain Names that such Debtor owns or uses in connection with its business on the date hereof. Each Debtor further warrants that it has no knowledge, as of the date hereof, of any material third party claim that any aspect of such Debtor’s present or contemplated business operations infringes or will infringe any rights in any trademark, service ▇▇▇▇ or trade name. Each Debtor represents and warrants that it is the beneficial and record owner of all trademark registrations and applications listed in Annex D hereto and designated as “owned” thereon and that said registrations are valid, subsisting and have not been canceled and that such Debtor is not aware of any material third party claim that any of said registrations is invalid or unenforceable, or that there is any reason that any of said applications will not pass to registration. Each Debtor represents and warrants that upon the Merger Agreement recordation of an Assignment of Security Interest in United States Trademarks and Patents in the form of Annex L hereto in the United States Patent and Trademark Office, together with filings on Form UCC-1 pursuant to this Assumption Agreement, no Potential Facility Defaultall filings, Facility Default, Potential Exchange Note Default registrations and recordings necessary or Exchange Note Default will have occurred and be continuing; (iii) the Borrower has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel appropriate to the Administrative Agent) substantially to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agent in the United States Marks covered by this Agreement has under federal law will have been taken accomplished. Each Debtor agrees to execute such an Assignment of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States ▇▇▇▇, and the associated goodwill, of such Debtor, and to record the same. Each Debtor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the filing in occurrence and during the office continuance of an Event of Default, any document which may be required by the Secretary U.S. Patent and Trademark Office or secretary of state or equivalent governmental agency of any State of the State United States or any foreign jurisdiction in order to effect an absolute assignment of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of the Collateral Agency Agreement all right, title and all conditions precedent provided for interest in the Collateral Agency Agreement relating to the Merger have been complied with (including, upon the filing of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed), any filing required by the Securities Exchange Act of 1934) and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust Agreement▇▇▇▇ and/or Domain Name, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby represents and warrants that, in accordance with Section 5.07 As of the Collateral Agency Agreement: (i) MBVT (A) is organized and existing under the laws of Delaware and (B) has assumed, by this Assumption Agreement, (1) the due and punctual payment of principal of, and interest on, the Revolving Facility Balance Effective Date and the Exchange Note Balance and (2Tranche A Closing Date, except as set forth on Schedule 4.24(a) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the BorrowerDisclosure Letter, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to consummation of the Merger Agreement and transactions contemplated by this Assumption Agreement, (i) there is no Potential Facility DefaultIndebtedness for borrowed money owed to Borrower or any of its Subsidiaries other than Permitted Indebtedness or Permitted Investments, Facility Defaultor owed by Borrower or any of its Subsidiaries, Potential Exchange Note Default or Exchange Note Default will have occurred and be continuing; (iii) the Borrower has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Administrative Agent) substantially to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code other than Permitted Indebtedness, and (Bii) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) all Indebtedness and any action that is necessary to maintain the security interest granted and all other amounts outstanding under the Collateral Agency Existing Credit Agreement has been taken upon the filing are paid or repaid in the office full, no further extension of the Secretary of State of the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of the Collateral Agency Agreement credit is available thereunder and all conditions precedent provided for Liens on or security interests in any and all collateral securing the Collateral Agency Agreement relating to the Merger payment of any such Indebtedness and any guaranty and other obligation of Borrower or any of its Subsidiaries thereunder in favor of any Person have been complied with (including, upon the filing of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed), any filing required by the Securities Exchange Act of 1934) and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA and an Opinion of Counsel, each to that effect; andterminated. (b) MBFS USAAs of each Closing Date other than the Tranche A Closing Date, there is no Indebtedness for borrowed money (x) owed to Borrower or any of its Subsidiaries other than Permitted Indebtedness or Permitted Investments, or (y) owed by Borrower or any of its Subsidiaries other than Permitted Indebtedness. (c) As of the Effective Date and Tranche A Closing Date, except as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(vset forth on Schedule 4.23(c) of the DT Trust Agreement:Disclosure Letter, neither Borrower nor any of its Subsidiaries are party to, or otherwise bound by, any Hedging Agreements. (id) pursuant to As of any Closing Date other than the Tranche A Closing Date, neither Borrower nor any of its Subsidiaries are party to, or otherwise bound by, any Hedging Agreements, except for Hedging Agreements expressly permitted by this Assumption Agreement, MBVT . (e) Except as has assumed all of DT’s obligations under the DT Trust Agreement, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined been disclosed in the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 Exchange Act Documents, as of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which each Closing Date, there is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a partyregistration rights agreement, including any Titling Trust Note Indenture, or any investors’ rights agreement or other document similar agreement relating to, governing or otherwise affecting the ownership of any Equity Interest that is required to be pledged pursuant to which any Titling Trust Note or Security has been issuedthe Collateral Documents.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor ----------------------------------------- represents and warrants that, in accordance with Section 5.07 that it is the true and lawful owner of or otherwise has the Collateral Agency Agreement: right to use (i) MBVT (A) is organized all material United States trade secrets and existing under proprietary information necessary to operate the laws of Delaware and (B) has assumed, by this Assumption Agreement, (1) the due and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions business of the Collateral Agency Agreement and Assignor (the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower"Trade Secret Rights"), all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to the Merger Agreement Patents listed in Annex E hereto for such Assignor and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default that said Patents constitute all the United States patents and applications for United States patents that such Assignor now owns or Exchange Note Default will have occurred uses and be continuing; (iii) the Borrower Copyrights listed in Annex F hereto for such Assignor and that said Copyrights all registrations of United States copyrights and applications for United States include copyright registrations that such Assignor now owns or uses. Each Assignor further warrants that it has received an Opinion no knowledge of Counsel (and has delivered copies any third party claim that any aspect of such Opinion Assignor's present or contemplated business operations infringes or will infringe any patent or any copyright of Counsel such Assignor has misappropriated any trade secret or proprietary information, except those claims which in the aggregate could not be reasonably expected to have a Material Adverse Effect. Each Assignor represents and warrants that upon the Administrative Agent) substantially recordation of a Grant of Security Interest in United States Trademarks and Patents in the form of Annex G hereto in the United States Patent and Trademark Office and the recordation of a Grant of Security Interest in United States Copyrights in the form of Annex H hereto in the United States Copyright Office, together with filings on Form UCC-1 pursuant to the effect that the Merger Agreement will not cause (A) any Exchange Note this Agreement, all filings, registrations and recordings necessary or appropriate to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agreement has been taken upon the filing Agent in the office United States Patents and United States Copyrights covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such a Grant of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the Secretary same, and to execute such a Grant of State Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright of such Assignor and to record the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of same. Each Assignor hereby grants to the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating Agent an absolute power of attorney to the Merger have been complied with (includingsign, upon the filing occurrence and during the continuance of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed)any Event of Default, any filing document which may be required by the Securities Exchange Act United States Patent and Trademark Office or the United States Copyright Office in order to effect an absolute assignment of 1934) all right, title and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA interest in each Patent and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust AgreementCopyright, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in to record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants thatthat it is the true, lawful, sole and exclusive owner of or otherwise has the right to use the material registered Marks listed in accordance Annex I hereto for such Assignor, and that said listed Marks include all the United States marks and applications for United States marks registered in the United States Patent and Trademark Office that such Assignor presently owns or uses in connection with Section 5.07 its business. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use all material Marks that it uses. Each Assignor further warrants that it has no knowledge of any material third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe in any material respect any trademark, service mark or trade name. Each Assignor represents and warrants that up▇▇ ▇he recordation of a Grant of Security Interest in United States Trademarks in the Collateral Agency Agreement: (i) MBVT (A) is organized form of Annex L hereto in the United States Patent and existing under the laws of Delaware and (B) has assumedTrademark Office, by together with filings on Form UCC-1 pursuant to this Assumption Agreement, (1) the due all filings, registrations and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance recordings necessary or observance of every agreement and covenant of the Collateral Agency Agreement appropriate to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to the Merger Agreement and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred and be continuing; (iii) the Borrower has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Administrative Agent) substantially to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agent in the United States Marks covered by this Agreement has under federal law will have been taken accomplished. Each Assignor agrees to execute such a Grant of Security Interest in United States Trademarks covering all right, title and interest in each United States Mark, and the associated goodwill, of such Assignor, and to re▇▇▇▇ the same. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the filing in occurrence and during the office continuance of an Event of Default, any document which may be required by the Secretary United States Patent and Trademark Office or secretary of state or equivalent governmental agency of any State of the State United States in order to effect an absolute assignment of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of the Collateral Agency Agreement all right, title and all conditions precedent provided for interest in the Collateral Agency Agreement relating to the Merger have been complied with (including, upon the filing of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed), any filing required by the Securities Exchange Act of 1934) and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust AgreementMark, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the Marks listed in Annex E hereto and that said listed Marks constitute all the Marks that such Assignor presently owns or uses in connection with its business. Except as set forth on Annex E, each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use all Marks that it uses. Other than as set forth on Annex E, each Assignor further warrants that it has no knowledge as of the date hereof, of any third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any rights in any trademark, service mark ▇▇ trade name. Each Assignor represents and warrants that it is the beneficial and record owner of all U.S. and foreign trademark registrations and applications listed in Annex E hereto and that said registrations are valid, subsisting and have not been cancelled and that, other than as set forth on Annex E, such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, or that there is any reason that any of said applications will not pass to registration. Each Assignor represents and warrants that upon the recordation of an Assignment of Security Interest in accordance United States Trademarks and Patents in the form of Annex H hereto in the United States Patent and Trademark Office, together with Section 5.07 of the Collateral Agency Agreement: (i) MBVT (A) is organized and existing under the laws of Delaware and (B) has assumed, by filings on Form UCC-1 pursuant to this Assumption Agreement, (1) the due all filings, registrations and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance recordings necessary or observance of every agreement and covenant of the Collateral Agency Agreement appropriate to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to the Merger Agreement and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred and be continuing; (iii) the Borrower has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Administrative Agent) substantially to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agent in the United States Marks covered by this Agreement has under federal law will have been taken accomplished. Each Assignor agrees to execute such an Assignment of Security Interest in United States Trademark and Patents covering all right, title and interest in each United States Mark, ▇▇d the associated goodwill, of such Assignor, and to record the same. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the filing in occurrence and during the office continuance of an Event of Default, any document which may be required by the Secretary U.S. Patent and Trademark Office or secretary of state or equivalent governmental agency of any State of the State United States or in any foreign jurisdiction in order to effect an absolute assignment of Delaware of all right, title and interest in each Mark, ▇▇d record the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating to the Merger have been complied with (including, upon the filing of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed), any filing required by the Securities Exchange Act of 1934) and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust Agreement, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants that, in accordance with Section 5.07 that it is the true and lawful exclusive owner of or otherwise has the Collateral Agency Agreement: right to use all (i) MBVT (A) is organized Trade Secrets Rights and existing under proprietary information necessary to operate the laws business of Delaware and (B) has assumedsuch Assignor, by this Assumption Agreement, (1) the due and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to rights in the Merger Agreement Patents of such Assignor listed in Annex J hereto and this Assumption Agreementthat said Patents constitute all the patents and applications for patents that such Assignor now owns or that are otherwise necessary in the conduct of the business of such Assignor, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred and be continuing; (iii) rights in the Borrower Copyrights of such Assignor listed in Annex K hereto, and that such Copyrights constitute all registrations of copyrights and applications for copyright registrations that such Assignor now owns or that are otherwise necessary in the conduct of the business of such Assignor. Each Assignor further represents and warrants that it has received an Opinion of Counsel (the right to use and practice under all Patents and Copyrights that it owns, uses or under which it practices and has delivered copies the right to exclude others from using or practicing under any Patents it owns. Each Assignor further warrants that it has no knowledge of any material third party claim that any aspect of such Opinion Assignor’s present or contemplated business operations infringes or will infringe any rights in any Patent or Copyright or that such Assignor has misappropriated any Trade Secret, Trade Secret Rights or proprietary information. Each Assignor represents and warrants that upon the recordation of Counsel a Grant of Security Interest in United States Trademarks and Patents in the form of Annex L hereto in the United States Patent and Trademark Office and the recordation of a Grant of Security Interest in United States Copyrights in the form of Annex M hereto in the United States Copyright Office, together with filings on Form UCC-1 pursuant to the Administrative Agent) substantially this Agreement, all filings, registrations and recordings necessary or appropriate to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Second-Lien Collateral Agency Agreement has been taken upon the filing Agent in the office United States Patents and United States Copyrights covered by this Agreement under federal law will have been accomplished. Upon obtaining any Patent, each Assignor agrees to execute a Grant of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the Secretary same, and upon obtaining any Copyright, to execute such Grant of State Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright of such Assignor and to record the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating same. Each Assignor hereby grants to the Merger have been complied with (includingSecond-Lien Collateral Agent an absolute power of attorney to sign, upon the filing occurrence and during the continuance of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed)any Event of Default, any filing document which may be required by the Securities Exchange Act U.S. Patent and Trademark Office or equivalent governmental agency in any foreign jurisdiction or the U.S. Copyright Office or equivalent governmental agency in any foreign jurisdiction in order to effect an absolute assignment of 1934) all right, title and the Borrower has delivered to the Administrative Agent an Officer’s Certificate interest in each Patent and Copyright of MBFS USA and an Opinion of Counsel, each to that effect; and (b) MBFS USAsuch Assignor, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust Agreementcase may be, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in to record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USAExcept as set forth in the Annexes attached hereto, as Titling Trust Administrator and Servicer, hereby each Assignor represents and warrants that, in accordance with Section 5.07 as of the Collateral Agency Agreement: date hereof that it is the true and lawful owner or licensee of all rights in (i) MBVT (A) is organized and existing under the laws of Delaware and (B) has assumedall Trade Secret Rights, by this Assumption Agreement, (1) the due and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to the Merger Agreement Patents of such Assignor listed in Annex E attached hereto and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred that said Patents constitute all the patents and be continuing; applications for patents that such Assignor now owns and (iii) the Borrower has received an Opinion of Counsel (and has delivered copies Copyrights of such Opinion of Counsel to Assignor listed in Annex F attached hereto and that said Copyrights constitute all the Administrative Agent) substantially to the effect registered copyrights and applications for copyright registrations that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 such Assignor now owns. Except as set forth on Annex F, each Assignor further warrants as of the Code date hereof that it is aware of no third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any material patent or any material copyright or that such Assignor has misappropriated any material Trade Secret Rights. Each Assignor represents and (B) warrants that upon the Borrower recordation of an Assignment of Security Interest in United States Trademarks and Patents in the form of Annex G hereto in the United States Patent and Trademark Office and the recordation of an Assignment of Security Interest in United States Copyrights in the form of Annex H hereto in the United States Copyright Office, together with filings on Form UCC-1 pursuant to be treated as an association this Agreement, all filings, registrations and recordings necessary or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary appropriate to maintain perfect the security interest granted under to the Collateral Agency Agreement has been taken upon the filing Agent in the office United States Patents and United States Copyrights covered by this Agreement under federal law will have been accomplished. Upon obtaining any Patent, each Assignor agrees to execute an Assignment of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the Secretary same, and upon obtaining any registration of State a Copyright, to execute such an Assignment of Security Interest in United States Copyrights covering all right, title and interest in each such registered United States Copyright of such Assignor and to record the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of same. Each Assignor hereby grants to the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating Agent an absolute power of attorney to the Merger have been complied with (includingsign, upon the filing occurrence and during the continuance of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed), any filing required by the Securities Exchange Act of 1934) and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust Agreement, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedEvent

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants thatthat it is the true, lawful, sole and exclusive owner of or otherwise has the right to use the Tractor Trailers of such Assignor listed in accordance Part A of Annex I hereto and that said listed Tractor Trailers constitute all the Tractor Trailers that such Assignor presently owns or uses in connection with Section 5.07 its business. Each Assignor represents and warrants that it is the true, lawful, sole and exclusive owner of the Tractor Trailers of such Assignor listed on Parts B and C of Annex I hereto and that said listed Tractor Trailers constitute all the Tractor Trailers that such Assignor owns in connection with its business as of the Second Restatement Effective Date. Each Assignor represents and warrants that upon the recordation of a security interest in favor of the Collateral Agency Agreement: Agent on the certificate of title for each Tractor Trailer listed on Parts B and C of Annex I and the filing of such certificates of title in the state or province specified for such Tractor Trailer on Parts B or C, as the case may be, of Annex I (iwhich recordations have been made if this representation and warranty is being made (x) MBVT (A) is organized and existing under in the laws case of Delaware a recordation of a certificate of title for a Tractor Trailer listed on Part B of Annex I, on or prior to the Second Restatement Effective Date and (By) has assumed, by this Assumption Agreement, (1) in the due and punctual payment case of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions a recordation of a certificate of the Collateral Agency Agreement and title for a Tractor Trailer listed on Part C of Annex I, on or after the performance or observance of every agreement and covenant of 90th day following the Collateral Agency Agreement to be performed or observed by the BorrowerSecond Restatement Effective Date), all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect filings, registrations and recordings necessary or appropriate to the Merger Agreement and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred and be continuing; (iii) the Borrower has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Administrative Agent) substantially to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agent for the benefit of the Secured Creditors (excluding the Senior [Subordinated] Secured Notes Creditor, in the case of Tractor Trailers and rights therein owned or held by any Assignor which constitute Excluded Senior [Subordinated] Secured Notes Collateral) in the Tractor Trailers listed on Part B of Annex I and covered by this Agreement has will have been taken upon accomplished, and such security interests shall be perfected under applicable law. Each Assignor agrees to execute all documentation reasonably required to effect such recordations and to cause the filing in the office of the Secretary relevant certificates of State of title with the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of appropriate state or provincial governmental agency. Each Assignor hereby grants to the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating Agent an absolute power of attorney to the Merger have been complied with (includingsign, upon the filing occurrence and during the continuance of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed)an Event of Default, any filing document which may be required by the Securities Exchange Act relevant governmental agency of 1934) any state or province in order to effect an absolute assignment of all right, title and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA and an Opinion of Counsel, interest in each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust AgreementTractor Trailer, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in register the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants that, that it is the true and lawful exclusive owner of all rights in accordance with Section 5.07 of the Collateral Agency Agreement: (i) MBVT (A) is organized the material Patents listed in Annex E hereto for such Assignor and existing under that said listed Patents constitute all the laws of Delaware patents and (B) has assumed, by this Assumption Agreement, (1) the due applications for patents that such Assignor now owns and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect the material Copyrights listed in Annex F hereto for such Assignor and that said listed Copyrights constitute all material registrations of copyrights and applications for copyright registrations that such Assignor now owns. Each Assignor further represents and warrants that it is the true and lawful exclusive owner or licensee of all rights in all material United States trade secrets and proprietary information necessary to operate the Merger Agreement business of the Assignor (the "Trade Secret Rights"). Each Assignor further represents and warrants that it has the exclusive right to use and practice under all material Patents and material Copyrights that it owns, uses or practices under and has the exclusive right to exclude others from using or practicing under any material Patents it owns, uses or practices under. Each Assignor further warrants that, as of the date hereof it has no knowledge of any material third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe in any material respect any rights in any patent or copyright or such Assignor has misappropriated in any material respect any trade secret or proprietary information. Each Assignor represents and warrants that upon the recordation of an Assignment of Security Interest in United States Trademarks and Patents in the form of Annex G hereto in the United States Patent and Trademark Office and the recordation of an Assignment of Security Interest in United States Copyrights in the form of Annex H hereto in the United States Copyright Office, together with filings on Form UCC-1 pursuant to this Assumption Agreement, no Potential Facility Defaultall filings, Facility Default, Potential Exchange Note Default registrations and recordings necessary or Exchange Note Default will have occurred and be continuing; (iii) the Borrower has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel appropriate to the Administrative Agent) substantially to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agreement has been taken upon the filing Agent in the office United States Patents and United States Copyrights covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such an Assignment of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the Secretary same, and to execute such an Assignment of State Security Interest in registered United States Copyrights covering all right, title and interest in each registered United States Copyright of such Assignor and to record the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of same. Each Assignor hereby grants to the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating Agent an absolute power of attorney to the Merger have been complied with (includingsign, upon the filing occurrence and during the continuance of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed)any Event of Default, any filing document which may be required by the Securities Exchange Act U.S. Patent and Trademark Office or the U.S. Copyright Office in order to effect an absolute assignment of 1934) all right, title and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA interest in each Patent and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust Agreementregistered Copyright, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in to record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Debtor represents and ----------------------------------------- warrants that, in accordance with Section 5.07 as of the Collateral Agency Agreement: Closing Date, it is the true and lawful license holder or owner of all rights in (i) MBVT (A) is organized all material Trade Secrets and existing under Proprietary Information necessary to operate the laws business of Delaware and (B) has assumedDebtor, by this Assumption Agreement, (1) the due and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to the Merger Agreement Patents listed in Schedule IV hereto for Debtor and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred that said Patents constitute all the patents and be continuing; applications for patents that Debtor owns on the date hereof and (iii) the Borrower Copyrights listed in Schedule V hereto for Debtor and that said Copyrights constitute all registrations of copyrights and applications for copyright registrations that Debtor owns on the date hereof. Debtor further warrants that, except as otherwise disclosed in writing by the Debtor under the Credit Agreement, it has received an Opinion no Knowledge of Counsel (any third-party claim that any aspect of Debtor's present or contemplated business operations infringes or will infringe any patent or any copyright or Debtor has misappropriated any Trade Secret or Proprietary Information which claim could reasonably be expected to result in a Material Adverse Effect. Debtor represents and has delivered copies of such Opinion of Counsel to the Administrative Agent) substantially to the effect warrants that the Merger recordation of the Assignment of Security Interest in United States Trademarks and Patents in the form of Exhibit II hereto in the United States Patent and Trademark Office and the filing of the Assignment of Security Interest in United States Copyrights in the form attached hereto as Exhibit III in the United States Copyright Office, together with filings on Form UCC-l pursuant to this Agreement will not cause (A) any Exchange Note be effective, under federal law, to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agreement has been taken upon the filing Secured Party in the office United States Patents and United States Copyrights covered by this Agreement. Debtor agrees to execute an Assignment of Security Interest in United States Copyrights in the Secretary of State of the State of Delaware of the UCC Financing Statement form attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of the Collateral Agency Agreement III and all conditions precedent provided for in the Collateral Agency Agreement relating hereby grants to the Merger have been complied with Secured Party an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required (including, upon the filing of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed)without limitation, any filing those required by the Securities Exchange Act United States Patent and Trademark Office or the United States Copyright Office) in order to effect (subject to Article VI) an absolute assignment of 1934) all right, title and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA interest in each Patent and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust AgreementCopyright, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in to record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor ----------------------------------------- represents and warrants that, that it is the true and lawful owner of or otherwise has the right to use the registered Marks listed in accordance Annex D hereto for such Assignor and that said listed Marks constitute all the marks and applications for marks registered in the United States Patent and Trademark Office or the equivalent thereof in any foreign country that such Assignor owns or uses in connection with Section 5.07 its business as of the Collateral Agency Agreement: (i) MBVT (A) Restatement Effective Date. Each Assignor represents and warrants that it owns, is organized licensed to use or otherwise has the right to use all Marks that it uses. Each Assignor further warrants that it has no knowledge of any third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name. Each Assignor represents and existing under warrants that it is the laws true and lawful owner of Delaware or otherwise has the right to use all trademark registrations and (B) has assumedapplications listed in Annex D hereto and that said registrations are valid, by subsisting, have not been canceled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, or is not aware that there is any reason that any of said registrations is invalid or unenforceable, or is not aware that there is any reason that any of said applications will not pass to registration. Each Assignor represents and warrants that upon the recordation of a Grant of Security Interest in United States Trademarks and Patents in the form of Annex G hereto in the United States Patent and Trademark Office, together with filings on Form UCC-1 pursuant to this Assumption Agreement, (1) the due all filings, registrations and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance recordings necessary or observance of every agreement and covenant of the Collateral Agency Agreement appropriate to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to the Merger Agreement and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred and be continuing; (iii) the Borrower has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Administrative Agent) substantially to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agreement has been taken upon the filing Agent in the office United States Marks covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such a Grant of Security Interest in United States Trademark and Patents covering all right, title and interest in each United States ▇▇▇▇, and the Secretary associated goodwill, of State of such Assignor, and to record the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of same. Each Assignor hereby grants to the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating Agent an absolute power of attorney to the Merger have been complied with (includingsign, upon the filing occurrence and during the continuance of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed)an Event of Default, any filing document which may be required by the Securities Exchange Act of 1934) United States Patent and Trademark Office or the Borrower has delivered equivalent thereof in any foreign country in order to the Administrative Agent effect an Officer’s Certificate of MBFS USA and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) absolute assignment of the DT Trust Agreement: (i) pursuant to this Assumption AgreementAssignor's right, MBVT has assumed all of DT’s obligations under the DT Trust Agreementtitle and interest in each ▇▇▇▇, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants thatthat it is the true and lawful owner of, is licensed to or otherwise has the right to use all rights in accordance with Section 5.07 of the Collateral Agency Agreement: (i) MBVT (A) is organized and existing under the laws of Delaware and (B) has assumedall Trade Secret Rights, by this Assumption Agreement, (1) the due and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to the Merger Agreement Patents listed in Annex J hereto for such Assignor and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred that said Patents include all the material United States patents and be continuing; material applications for United States patents that such Assignor owns as of the date hereof and (iii) the Borrower Copyrights listed in Annex K hereto for such Assignor and that said Copyrights include all the material United States copyrights registered with the United States Copyright Office and material applications to United States copyrights that such Assignor owns as of the date hereof, except to the extent that the failure to own, license or have such rights could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. Each Assignor further warrants that it has received an Opinion no knowledge of Counsel (and has delivered copies any third party claim that any aspect of such Opinion Assignor’s present or contemplated business operations infringes or will infringe any patent or copyright of Counsel any other Person or such Assignor has misappropriated any trade secret or proprietary information which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Each Assignor hereby grants to the Administrative Agent) substantially Collateral Agent an absolute power of attorney to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain the security interest granted under the Collateral Agency Agreement has been taken upon the filing in the office of the Secretary of State of the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating to the Merger have been complied with (includingsign, upon the filing occurrence and during the continuance of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed)any Event of Default, any filing document which may be required by the Securities Exchange Act United States Patent and Trademark Office or the United States Copyright Office in order to effect an absolute assignment of 1934) all right, title and interest in each Patent or Copyright, and to record the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further same. Each Assignor represents and warrants thatthat it owns, in accordance with Section 2.11(a)(v) of is licensed to use or otherwise has the DT Trust Agreement: (i) pursuant right to this Assumption Agreementuse, MBVT has assumed all of DT’s obligations under patents, copyrights, trade secrets and proprietary information necessary to conduct their respective businesses, including, without limitation, all such Patents, Copyrights and Trade Secret Rights owned by the DT Trust AgreementCompany, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined except to the extent that the failure to own, license or have such rights could not reasonably be expected, either individually or in the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical aggregate, to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedMaterial Adverse Effect.

Additional Representations and Warranties. (a) MBFS USADebtor represents and ----------------------------------------- warrants that, as Titling Trust Administrator of the Closing Date, it is the true and Servicerlawful exclusive owner of all right, hereby title and interest in and to or otherwise has the right to use the registered Marks listed in Schedule III hereto for Debtor and that said listed Marks constitute all the marks and applications for marks registered in the United States Patent and Trademark Office that Debtor presently owns or uses in connection with its business. Debtor represents and warrants that, in accordance with Section 5.07 that it owns or is licensed to use all of the Collateral Agency Agreement: (i) MBVT (A) Marks that it uses. Debtor further warrants that it has no Knowledge of any third-party claim that any aspect of Debtor's present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name in any respect which could reasonably be expected to lead to a Material Adverse Effect. Debtor represents and warrants that it is organized the beneficial and existing under the laws record owner of Delaware all registrations and (B) has assumedapplications listed in Schedule III hereto and that said registrations are valid, by this Assumption Agreement, (1) the due subsisting and punctual payment of principal ofhave not been cancelled, and interest on, that Debtor has no Knowledge of any third-party claim that any of said registrations is invalid or unenforceable in any material respect. Debtor represents and warrants that the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions recordation of the Collateral Agency Agreement Assignment of Security Interest in United States Trademarks and the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower, all as provided Patents in the Collateral Agency Agreement; (ii) immediately after giving effect form of Exhibit I hereto in the United States Patent and Trademark Office, together with filings on Form UCC-l pursuant to the Merger Agreement and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred and be continuing; (iii) the Borrower has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Administrative Agent) substantially to the effect that the Merger Agreement will not cause (A) any Exchange Note be effective, under federal law, to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agreement has been taken upon the filing Secured Party in the office United States Marks covered by this Agreement. Debtor agrees to execute an Assignment of Security Interest in United States Trademarks and Patents in the Secretary of State of the State of Delaware of the UCC Financing Statement form attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of the Collateral Agency Agreement I and all conditions precedent provided for in the Collateral Agency Agreement relating hereby grants to the Merger have been complied with Secured Party an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required (including, upon the filing of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed)without limitation, any filing those required by the Securities Exchange Act United States Patent and Trademark Office) in order to effect (subject to Article VI) an absolute assignment of 1934) all right, title and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA and an Opinion of Counsel, interest in each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust Agreement▇▇▇▇, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants that, that it is the true and lawful exclusive owner of all rights in accordance with Section 5.07 of the Collateral Agency Agreement: (i) MBVT all trade secrets and proprietary information necessary to operate the business of such Assignor (A) is organized and existing under the laws of Delaware and (B) has assumed"Trade Secret Rights"), by this Assumption Agreement, (1) the due and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to the Merger Agreement Patents listed in Annex E hereto and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred and be continuing; (iii) the Borrower Copyrights listed in Annex F hereto, that said Patents constitute all the patents and applications for patents that such Assignor now owns and that are necessary in the conduct of the business of such Assignor and that said Copyrights constitute all registrations of copyrights and applications for copyright registrations that the Assignor now owns and that are necessary in the conduct of the business of such Assignor. Each Assignor further represents and warrants that it has received an Opinion of Counsel (the exclusive right to use and practice under all Patents and Copyrights that it owns, uses or practices under and has delivered copies the exclusive right to exclude others from using or practicing under any Patents its owns, uses or practices under. Each Assignor further warrants that, as of the date hereof, it has no knowledge of any third party claim that any aspect of such Opinion Assignor's present or contemplated business operations infringes or will infringe any rights in any patent or copyright or such Assignor has misappropriated any trade secret or proprietary information. Each Assignor represents and warrants that upon the recordation of Counsel an Assignment of Security Interest in United States Trademarks and Patents in the form of Annex G hereto in the United States Patent and Trademark Office and the recordation of an Assignment of Security Interest in United States Copyrights in the form of Annex H hereto in the United States Copyright Office, together with filings on Form UCC-1 pursuant to the Administrative Agent) substantially this Agreement, all filings, registrations and recordings necessary or appropriate to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agreement has been taken upon the filing Agent in the office United States Patents and United States Copyrights covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such an Assignment of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the Secretary same, and to execute such an Assignment of State Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright of such Assignor and to record the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of same. Each Assignor hereby grants to the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating Agent an absolute power of attorney to the Merger have been complied with (includingsign, upon the filing occurrence and during the continuance of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed)any Event of Default, any filing document which may be required by the Securities Exchange Act U.S. Patent and Trademark Office or equivalent governmental agency in any foreign jurisdiction or the U.S. Copyright Office or equivalent governmental agency in any foreign jurisdiction in order to effect an absolute assignment of 1934) all right, title and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA interest in each Patent and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust AgreementCopyright, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in to record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USAExcept as set forth in the Annexes attached hereto, as Titling Trust Administrator and Servicer, hereby each Assignor represents and warrants that, in accordance with Section 5.07 as of the Collateral Agency Agreement: date hereof that it is the true and lawful owner or licensee of all rights in (i) MBVT (A) is organized and existing under the laws of Delaware and (B) has assumedall Trade Secrets, by this Assumption Agreement, (1) the due and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to the Merger Agreement Patents of such Assignor listed in Annex E attached hereto and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred that said Patents constitute all the patents and be continuing; applications for patents that such Assignor now owns and (iii) the Borrower has received an Opinion of Counsel (and has delivered copies Copyrights of such Opinion Assignor listed in Annex F attached hereto and that said Copyrights constitute all the registered copyrights and applications for copyright registrations that such Assignor now owns. Except as set forth on Annex F, each Assignor further warrants as of Counsel the date hereof that it is not aware of any third party claim that such Assignor’s use of any patent or any copyright material to the Administrative Agent) substantially to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 operation of the Code Assignor’s business infringes or will infringe any material patent or any material copyright owned by or licensed to any third party or that such Assignor has misappropriated any material Trade Secret owned by or licensed to any third party. Each Assignor represents and (B) warrants that upon the Borrower recordation of an Assignment of Security Interest in United States Trademarks and Patents in the form of Annex G hereto in the United States Patent and Trademark Office and the recordation of an Assignment of Security Interest in United States Copyrights in the form of Annex H hereto in the United States Copyright Office, together with filings on Form UCC-1 pursuant to be treated as an association this Agreement, all filings, registrations and recordings necessary or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary appropriate to maintain perfect the security interest granted under to the Collateral Agency Agent in the United States Patents and United States Copyrights covered by this Agreement under federal law will have been accomplished. Upon obtaining any Patent, each Assignor agrees to execute an Assignment of Security Interest in United States Trademarks and Patents, except to the extent the application therefor has been taken upon the filing in the office subject of the Secretary delivery of State a grant of security substantially the same as the form of Annex G or H hereto to the Collateral Agent, covering all right, title and interest in each United States Patent of such Assignor and to deliver same to the Collateral Agent, and upon obtaining any registration of a Copyright, to execute such an Assignment of Security Interest in United States Copyrights, except to the extent the application therefor has been the subject of the State delivery of Delaware a grant of security substantially the UCC Financing Statement attached same as the form of Annex G or H hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of to the Collateral Agency Agreement Agent, covering all right, title and all conditions precedent provided for interest in each such registered United States Copyright of such Assignor and to deliver same to the Collateral Agency Agreement relating Agent. Each Assignor hereby grants to the Merger have been complied with (includingCollateral Agent an absolute power of attorney to sign, upon the filing occurrence and during the continuance of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed)any Event of Default, any filing document which may be required by the Securities Exchange Act U.S. Patent and Trademark Office or equivalent governmental agency in any foreign jurisdiction or the U.S. Copyright Office or equivalent governmental agency in any foreign jurisdiction in order to effect an absolute assignment of 1934) all right, title and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA interest in each Patent and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust AgreementCopyright, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in to record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor represents and warrants thatthat it is the true and lawful owner of or otherwise has the right to use the registered Marks listed in Annex D hereto for such Assignor and that said listed Marks constitute all the United States marks and applications for United States marks registered in the PTO that such Assignor presently owns or uses in connection with its business. Each Assignor further warrants that it has no knowledge of any third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications listed in accordance Annex D hereto and that said registrations are valid, subsisting, have not been cancelled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, or is not aware that there is any reason that any of said registrations is invalid or unenforceable, or is not aware that there is any reason that any of said applications will not pass to registration. Each Assignor represents and warrants that upon the recordation of a Grant of Security Interest in United States Trademarks and Patents in the form of Annex G hereto in the United States Patent and Trademark Office, together with Section 5.07 of the Collateral Agency Agreement: (i) MBVT (A) is organized and existing under the laws of Delaware and (B) has assumed, by filings on Form UCC-l pursuant to this Assumption Agreement, (1) the due all filings, registrations and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions of the Collateral Agency Agreement and the performance recordings necessary or observance of every agreement and covenant of the Collateral Agency Agreement appropriate to be performed or observed by the Borrower, all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to the Merger Agreement and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default or Exchange Note Default will have occurred and be continuing; (iii) the Borrower has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Administrative Agent) substantially to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agreement has been taken upon the filing Agent in the office United States Marks covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such a Grant of Security Interest in United States Trademark and Patents covering all right, title and interest in each United States ▇▇▇▇, and the Secretary associated goodwill, of State of such Assignor, and to record the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of same. Each Assignor hereby grants to the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating Agent an absolute power of attorney to the Merger have been complied with (includingsign, upon the filing occurrence and during the continuance of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed)an Event of Default, any filing document which may be required by the Securities Exchange Act United States Patent and Trademark Office in order to effect an absolute assignment of 1934) all right, title and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA and an Opinion of Counsel, interest in each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust Agreement▇▇▇▇, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.

Additional Representations and Warranties. (a) MBFS USA, as Titling Trust Administrator and Servicer, hereby Each Assignor ----------------------------------------- represents and warrants that, in accordance with Section 5.07 that it is the true and lawful owner of or otherwise has the Collateral Agency Agreement: right to use (i) MBVT (A) is organized all material United States and existing under foreign trade secrets and proprietary information necessary to operate the laws of Delaware and (B) has assumed, by this Assumption Agreement, (1) the due and punctual payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (2) compliance by the Borrower with the provisions business of the Collateral Agency Agreement and Assignor (the performance or observance of every agreement and covenant of the Collateral Agency Agreement to be performed or observed by the Borrower"Trade Secret Rights"), all as provided in the Collateral Agency Agreement; (ii) immediately after giving effect to the Merger Agreement Patents listed in Annex E hereto for such Assignor and this Assumption Agreement, no Potential Facility Default, Facility Default, Potential Exchange Note Default that said Patents constitute all the patents and applications for patents that such Assignor owns or Exchange Note Default will have occurred uses as of the Restatement Effective Date and be continuing; (iii) the Borrower Copyrights listed in Annex F hereto for such Assignor and that said Copyrights constitutes all registrations of copyrights and applications for copyright registrations that such Assignor owns or uses as of the Restatement Effective Date. Each Assignor further warrants that it has received an Opinion no knowledge of Counsel (and has delivered copies any third party claim that any aspect of such Opinion Assignor's present or contemplated business operations infringes or will infringe any patent or any copyright or such Assignor has misappropriated any trade secret or proprietary information, except those claims which in the aggregate could not be reasonably expected to have a Material Adverse Effect. Each Assignor represents and warrants that upon the recordation of Counsel a Grant of Security Interest in United States Trademarks and Patents in the form of Annex G hereto in the United States Patent and Trademark Office and the recordation of a Grant of Security Interest in United States Copyrights in the form of Annex H hereto in the United States Copyright Office, together with filings on Form UCC-1 pursuant to the Administrative Agent) substantially this Agreement, all filings, registrations and recordings necessary or appropriate to the effect that the Merger Agreement will not cause (A) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code and (B) the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (iv) any action that is necessary to maintain perfect the security interest granted under to the Collateral Agency Agreement has been taken upon the filing Agent in the office United States Patents and United States Copyrights covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such a Grant of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the Secretary same, and to execute such a Grant of State Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright of such Assignor and to record the State of Delaware of the UCC Financing Statement attached hereto as Exhibit 2; (v) the Merger complies with Section 5.07 of same. Each Assignor hereby grants to the Collateral Agency Agreement and all conditions precedent provided for in the Collateral Agency Agreement relating Agent an absolute power of attorney to the Merger have been complied with (includingsign, upon the filing occurrence and during the continuance of a report on Form 8-K in the form set forth as Exhibit 3 (which the Servicer will cause to be timely filed)any Event of Default, any filing document which may be required by the Securities Exchange Act United States Patent and Trademark Office (or the equivalent thereof in any foreign jurisdiction) or the United States Copyright Office (or the equivalent thereof in any foreign jurisdiction) in order to effect an absolute assignment of 1934) all right, title and the Borrower has delivered to the Administrative Agent an Officer’s Certificate of MBFS USA interest in each Patent and an Opinion of Counsel, each to that effect; and (b) MBFS USA, as Titling Trust Administrator, hereby further represents and warrants that, in accordance with Section 2.11(a)(v) of the DT Trust Agreement: (i) pursuant to this Assumption Agreement, MBVT has assumed all of DT’s obligations under the DT Trust AgreementCopyright, and all Titling Trust Notes and all Titling Trust Note Indentures (as defined in to record the DT Trust Agreement); (ii) the MBVT Trust Agreement contains provisions substantially identical to Section 2.3 and Section 2.11 of the DT Trust Agreement; (iii) the rating agencies and the trustees with respect to the outstanding Securities (as complete listing of which is set forth on Exhibit 1) have received at least 5 days' prior notice of the Merger, (iv) the Merger does not conflict with the Certificate of Trust of DT Trust; and (v) immediately after giving effect to the Merger no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issuedsame.