Common use of True Sales Clause in Contracts

True Sales. (a) Each of the Sellers and the Trustee intend the transfers of the Purchased Receivables under the Receivables Sale Agreements to be true sales by the Sellers to the Trust that are absolute and irrevocable and that provide the Trust with the full benefits of ownership of the Purchased Receivables, and except as otherwise specifically provided for in SECTION 2.6 of this Master Trust Agreement, neither the Sellers nor the Trustee intends the transactions contemplated by the Receivables Sale Agreements to be characterized as loans from the Trust to the Sellers. (b) In the event that, notwithstanding the intent of the parties expressed under the Receivables Sale Agreements, the transfers of the Purchased Receivables are not true sales, then the Sellers intend that such transfers by them to be a grant of a security interest in such property within the meaning of the UCC. The Sellers therefore grant to the Trustee on behalf of the Trust and the Investor Certificateholders, a first priority security interest in and to all of the Sellers' right, title and interest in, to and under the Purchased Receivables, the other Trust Assets, all funds collected or to be collected in respect of the Purchased Receivables and all proceeds thereof for the purpose of securing a loan in a principal amount equal to the Aggregate Certificate Balance from time to time of the Investor Certificates issued hereunder and pursuant to any applicable Supplement and the interest accrued at the related Certificate Rate and to secure all of the Sellers' and TMM's obligations hereunder, under any applicable Supplement and each other Transaction Document. (c) In connection with such conveyance and grant of a security interest, TMM agrees that, if it or any other Seller should at any time open an executive office or offices in any state in the United States, (x) it will promptly record and file, at its own expense, all financing statements (including any continuation statements with respect to such financing statements when applicable) in such jurisdiction as may be required to evidence the security interest of the Trustee with respect to the Purchased Receivables originated or to be originated by the Sellers, all funds collected or to be collected in respect of the Purchased Receivables and all proceeds thereof, and (y) it will deliver promptly a file-stamped copy of such financing statements or continuation statements or other evidence of such filing to the Trustee. The foregoing conveyance and grant to the Trust is made to the Trustee, on behalf of the Trust, and each reference in this Master Trust Agreement to such conveyance and grant shall be construed accordingly. The Trustee shall be under no obligation whatsoever to file the financing statements or continuation statements referred to herein, or to make any other filing under the UCC or otherwise in connection with the foregoing conveyance and grant.

True Sales. (a) Each of the The Sellers and Xxxxx Fargo have structured the Trustee transactions contemplated by this Agreement as a sale and intend the transfers transfer and conveyance of the Purchased Receivables under the Receivables Sale Agreements hereunder to be absolute and irrevocable true sales by the Sellers applicable Seller to the Trust that are absolute and irrevocable and Xxxxx Fargo, that provide the Trust Xxxxx Fargo with the full benefits and burdens of ownership of the Purchased Receivables, and except as otherwise specifically provided for in SECTION 2.6 . None of this Master Trust Agreement, neither the Sellers nor the Trustee Xxxxx Fargo intends the transactions contemplated by the Receivables Sale Agreements hereunder to be, or for any purpose to be characterized as as, loans from Xxxxx Fargo to any Seller. Each Seller and Xxxxx Fargo shall treat the Trust transactions hereunder as true sales for all purposes under applicable law and accounting principles, including, without limitation, in their respective books, records, computer files, tax returns (federal, state and local), regulatory and governmental filings (and shall reflect such sale in their respective financial statements). Each Seller will advise all persons inquiring about the ownership of the Receivables sold by such Seller that all such Purchased Receivables have been sold to the Sellers. (b) In the event thatXxxxx Fargo. If, notwithstanding the intent intention of the parties expressed in this Section 2.7, the transfer and conveyance by any Seller to Xxxxx Fargo of Receivables hereunder shall be characterized by a court of competent jurisdiction as a secured loan and not a sale, then, in such event, this Agreement shall constitute a security agreement under the Receivables Sale AgreementsUCC and other applicable law. For this purpose, the transfers of the Purchased Receivables are not true saleseach Seller hereby grants Xxxxx Fargo a perfected, then the Sellers intend that such transfers by them to be a grant of a security interest in such property within the meaning of the UCC. The Sellers therefore grant to the Trustee on behalf of the Trust and the Investor Certificateholders, a first priority security interest in and to all of the Sellers' such Seller’s right, title and interest in, to and under the Purchased ReceivablesReceivables sold or purportedly sold by such Seller pursuant to this Agreement, the other Trust Assets, all funds collected or to be collected in respect of the Purchased Receivables and all proceeds thereof for of any thereof, to secure the purpose timely payment and performance by such Seller of securing all amounts owing to Xxxxx Fargo hereunder and any other obligations owing to Xxxxx Fargo hereunder. In the event this Agreement shall be characterized as a loan security agreement, Xxxxx Fargo shall have, in a principal amount equal addition to the Aggregate Certificate Balance from time to time of the Investor Certificates issued hereunder rights and pursuant to any applicable Supplement and the interest accrued at the related Certificate Rate and to secure all of the Sellers' and TMM's obligations hereunder, remedies which it may have under any applicable Supplement and each other Transaction Document. (c) In connection with such conveyance and grant of a security interest, TMM agrees that, if it or any other Seller should at any time open an executive office or offices in any state in the United States, (x) it will promptly record and file, at its own expensethis Agreement, all financing statements (including any continuation statements with respect the rights and remedies provided to such financing statements when applicable) in such jurisdiction as may be required to evidence the security interest of the Trustee with respect to the Purchased Receivables originated or to be originated by the Sellers, all funds collected or to be collected in respect of the Purchased Receivables and all proceeds thereof, and (y) it will deliver promptly a file-stamped copy of such financing statements or continuation statements or other evidence of such filing to the Trustee. The foregoing conveyance and grant to the Trust is made to the Trustee, on behalf of the Trust, and each reference in this Master Trust Agreement to such conveyance and grant shall be construed accordingly. The Trustee shall be under no obligation whatsoever to file the financing statements or continuation statements referred to herein, or to make any other filing secured creditor under the UCC or otherwise in connection with the foregoing conveyance and grantapplicable law, which rights and remedies shall be cumulative.

True Sales. (a) Each It is the express intention of the Sellers Buyer and the Trustee intend the transfers Seller that each transfer of the Purchased Receivables under the Receivables Sale Agreements Conveyed Property hereunder constitutes a true sale by Seller to be true sales by the Sellers to the Trust Buyer that are is absolute and irrevocable and that provide the Trust provides Buyer with the full benefits of ownership of the Purchased ReceivablesConveyed Property, and except not a pledge of such Conveyed Property by Seller to Buyer to secure a debt or other obligation of Seller. Consequently, the sale of each Conveyed Property shall be reflected as otherwise specifically provided for a sale on Seller's business records and financial statements. However, in SECTION 2.6 of this Master Trust Agreement, neither the Sellers nor the Trustee intends the transactions contemplated by the Receivables Sale Agreements to be characterized as loans from the Trust to the Sellers. (b) In the event that, notwithstanding the intent of the parties expressed under the Receivables Sale Agreementsparties, the transfers of the Purchased Receivables are any Conveyed Property is deemed not true salesto have been transferred to Buyer, then the Sellers intend that such transfers by them (i) this Agreement also shall be deemed to be a grant of and hereby is a security interest in such property agreement within the meaning of the UCC. The Sellers therefore , and (ii) the conveyance by Seller provided for in this Agreement shall be deemed to be a grant by Seller to the Trustee on behalf of the Trust Buyer of, and the Investor CertificateholdersSeller hereby grants to Buyer, a first priority security interest in and to all of the Sellers' Seller's right, title and interest in, to and under the Purchased ReceivablesConveyed Property, whether now or hereafter existing or created, to secure (1) the rights of Buyer hereunder, and (2) without limiting the foregoing, the other Trust Assets, all funds collected or to be collected in respect payment and performance of the Purchased Receivables and all proceeds thereof for the purpose of securing a loan in a principal amount equal to the Aggregate Certificate Balance from time to time of the Investor Certificates issued hereunder and pursuant to any applicable Supplement and the interest accrued at the related Certificate Rate and to secure all of the Sellers' and TMMSeller's obligations hereunder, under any applicable Supplement and each other Transaction Documentto Buyer. (cb) In connection Buyer and Seller shall, to the extent consistent with this Agreement, take such conveyance and grant of a security interest, TMM agrees actions as may be necessary to ensure that, if it or any other Seller should at any time open an executive office or offices in any state this Agreement were deemed to create a security interest in the United StatesConveyed Property, (x) it will promptly record and file, at its own expense, all financing statements (including any continuation statements with respect such security interest would be deemed to such financing statements when applicable) in such jurisdiction as may be required to evidence the a perfected security interest of first priority in favor of Buyer under applicable law and will be maintained as such throughout the Trustee with respect term of this Agreement. Seller hereby authorizes Buyer or its designee to file one or more UCC financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Purchased Receivables originated Conveyed Property of Seller, in each case whether now existing or hereafter generated by Seller. Unless otherwise agreed to be originated by the Sellersparties, Seller agrees to pay all funds collected or to be collected in respect reasonable out-of-pocket costs and expenses of the Purchased Receivables Buyer, excluding fees and all proceeds thereofexpenses of counsel, and (y) it will deliver promptly a file-stamped copy of such financing statements or continuation statements or other evidence of such filing to the Trustee. The foregoing conveyance and grant to the Trust is made to the Trustee, on behalf of the Trust, and each reference in this Master Trust Agreement to such conveyance and grant shall be construed accordingly. The Trustee shall be under no obligation whatsoever to file the financing statements or continuation statements referred to herein, or to make any other filing under the UCC or otherwise in connection with the foregoing conveyance perfection as against third parties of Buyer's right, title and grantinterest in and to the Conveyed Property and the enforcement of any obligations of Seller under this Agreement.

True Sales. (a) Each of the Sellers Seller and the Trustee Buyer intend the transfers of the Purchased Receivables under the Receivables Sale Agreements hereunder to be true sales (or absolute conveyances, in the case of Contributed Receivables) by the Sellers Seller to the Trust Buyer that are absolute and irrevocable and that provide the Trust Buyer with the full benefits of ownership of the Purchased Receivables, and except as otherwise specifically provided for in SECTION 2.6 of this Master Trust Agreement, neither the Sellers Seller nor the Trustee Buyer intends the transactions contemplated by the Receivables Sale Agreements hereunder to be, or for any purpose to be characterized as as, loans from the Trust Buyer to the SellersSeller. (b) In It is, further, not the intention of Buyer or Seller that the conveyance of the Receivables by Seller be deemed a grant of a security interest in the Receivables by Seller to Buyer to secure a debt or other obligation of Seller. However, in the event that, notwithstanding the intent of the parties expressed under the Receivables Sale Agreementsparties, the transfers of the Purchased any Receivables are not true salesproperty of Seller's estate, then the Sellers intend that such transfers by them (i) this Agreement also shall be deemed to be a grant of and hereby is a security interest in such property agreement within the meaning of the UCC. The Sellers therefore Uniform Commercial Code of any applicable jurisdiction, and (ii) the conveyance by Seller provided for in this Agreement shall be deemed to be a grant by Seller to the Trustee on behalf of the Trust Buyer of, and the Investor CertificateholdersSeller hereby grants to Buyer, a first priority security interest in and to all of the Sellers' Seller's right, title and interest in, to and under the Purchased Receivables to secure (1) the rights of Buyer hereunder and (2) a loan by Buyer to Seller in the amount of the related Purchase Price of the Receivables sold by it or the Unpaid Balance of any Contributed Receivables, as the other Trust Assetscase may be. Seller and Buyer shall, all funds collected or to be collected in respect of the Purchased Receivables and all proceeds thereof for the purpose of securing a loan in a principal amount equal to the Aggregate Certificate Balance from time extent consistent with this Agreement, take such actions as may be necessary to time of the Investor Certificates issued hereunder and pursuant to any applicable Supplement and the interest accrued at the related Certificate Rate and to secure all of the Sellers' and TMM's obligations hereunder, under any applicable Supplement and each other Transaction Document. (c) In connection with such conveyance and grant of a security interest, TMM agrees ensure that, if it or any other Seller should at any time open an executive office or offices in any state this Agreement were deemed to create a security interest in the United StatesReceivables, (x) it will promptly record and file, at its own expense, all financing statements (including any continuation statements with respect such security interest would be deemed to such financing statements when applicable) in such jurisdiction as may be required to evidence the a perfected security interest of the Trustee with respect first priority (subject to the Purchased Receivables originated Liens created or to be originated by the Sellers, all funds collected or to be collected in respect of the Purchased Receivables and all proceeds thereof, and (y) it will deliver promptly a file-stamped copy of such financing statements or continuation statements or other evidence of such filing to the Trustee. The foregoing conveyance and grant to the Trust is made to the Trustee, on behalf of the Trust, and each reference in this Master Trust Agreement to such conveyance and grant shall be construed accordingly. The Trustee shall be under no obligation whatsoever to file the financing statements or continuation statements referred to herein, or to make any other filing permitted under the UCC or otherwise Purchase Agreement) in connection with favor of Buyer under applicable Law and will be maintained as such throughout the foregoing conveyance and grantterm of this Agreement.

True Sales. (a) Each of the The Sellers and the Trustee Buyer intend the transfers of the Purchased Receivables under the Receivables Sale Agreements hereunder to be true sales (or, with respect to Contributed Receivables, true conveyances) by the Sellers to the Trust Buyer that are absolute and irrevocable and that provide the Trust Buyer with the full benefits of ownership of the Purchased Receivables, and except as otherwise specifically provided for in SECTION 2.6 none of this Master Trust Agreement, neither the Sellers nor the Trustee Buyer intends the transactions contemplated by the Receivables Sale Agreements hereunder to be, or for any purpose to be characterized as as, loans from Buyer to any Seller. ICP and ICPPC intend the Trust transfers of Receivables by ICP to ICPPC to be true conveyances by ICP to ICPPC that are absolute and irrevocable and that provide ICPPC with the Sellers. full benefits of ownership of such Receivables, and neither ICP nor ICPPC intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, loans from ICPPC to ICP. It is, further, not the intention of Buyer or any Seller that the conveyance of the Specified Assets by a Seller be deemed a grant of a security interest in the Specified Assets by such Seller to Buyer (bor ICPPC, as the case may be) In to secure a debt or other obligation of such Seller. However, in the event that, notwithstanding the intent of the parties expressed under the Receivables Sale Agreementsparties, the transfers any Specified Assets are property of the Purchased Receivables are not true salesany Seller's estate, then the Sellers intend that such transfers by them (i) this Agreement also shall be deemed to be a grant of and hereby is a security interest in such property agreement within the meaning of the UCC. The Sellers therefore , and (ii) the conveyance by such Seller provided for in this Agreement shall be deemed to be a grant by such Seller to Buyer (or ICPPC, as the Trustee on behalf of case may be) of, and such Seller hereby grants to Buyer (or ICPPC, as the Trust and the Investor Certificateholderscase may be), a first priority security interest in and to all of the Sellers' such Seller's right, title and interest in, to and under the Purchased ReceivablesSpecified Assets to secure (1) the rights of Buyer (or ICPPC, as the other Trust Assetscase may be) hereunder and (2) a loan by Buyer (or ICPPC, all funds collected or as the case may be) to be collected such Seller in respect the amount of the related Purchase Price of the Purchased Assets sold by it or the Unpaid Balance of any Contributed Receivables and all proceeds thereof for the purpose of securing a loan in a principal amount equal Related Contributed Assets, as the case may be. Each Seller and Buyer shall, to the Aggregate Certificate Balance from time extent consistent with this Agreement, take such actions as may be necessary to time of the Investor Certificates issued hereunder and pursuant to any applicable Supplement and the interest accrued at the related Certificate Rate and to secure all of the Sellers' and TMM's obligations hereunder, under any applicable Supplement and each other Transaction Document. (c) In connection with such conveyance and grant of a security interest, TMM agrees ensure that, if it or any other Seller should at any time open an executive office or offices in any state this Agreement were deemed to create a security interest in the United StatesSpecified Assets, (x) it will promptly record and file, at its own expense, all financing statements (including any continuation statements with respect such security interest would be deemed to such financing statements when applicable) in such jurisdiction as may be required to evidence the a perfected security interest of first priority (subject to Permitted Adverse Claims) in favor of Buyer (or ICPPC, as the Trustee with respect to case may be) under applicable law and will be maintained as such throughout the Purchased Receivables originated or to be originated by the Sellers, all funds collected or to be collected in respect term of the Purchased Receivables and all proceeds thereof, and (y) it will deliver promptly a file-stamped copy of such financing statements or continuation statements or other evidence of such filing to the Trustee. The foregoing conveyance and grant to the Trust is made to the Trustee, on behalf of the Trust, and each reference in this Master Trust Agreement to such conveyance and grant shall be construed accordingly. The Trustee shall be under no obligation whatsoever to file the financing statements or continuation statements referred to herein, or to make any other filing under the UCC or otherwise in connection with the foregoing conveyance and grantAgreement.

True Sales. (a) Each of the The Sellers and the Trustee Buyer intend the transfers of the Purchased Receivables under the Receivables Sale Agreements hereunder to be true sales by the Sellers to the Trust Buyer that are absolute and irrevocable and that provide the Trust Buyer with the full benefits of ownership of the Purchased Receivables, and except as otherwise specifically provided for in SECTION 2.6 none of this Master Trust Agreement, neither the Sellers nor the Trustee Buyer intends the transactions contemplated by the Receivables Sale Agreements hereunder to be, or for any purpose to be characterized as as, loans from Buyer to any Seller. It is, further, not the Trust intention of Buyer or any Seller that the conveyance of the Specified Assets by such Seller be deemed a grant of a security interest in the Specified Assets by such Seller to the Sellers. (b) In Buyer to secure a debt or other obligation of such Seller. However, in the event that, notwithstanding the intent of the parties expressed under the Receivables Sale Agreementsparties, the transfers any Specified Assets are property of the Purchased Receivables are not true salesany Seller's estate, then the Sellers intend that such transfers by them (i) this Agreement also shall be deemed to be a grant of and hereby is a security interest in such property agreement within the meaning of the UCC. The Sellers therefore , and (ii) the conveyance by such Seller provided for in this Agreement shall be deemed to be a grant by such Seller to the Trustee on behalf of the Trust Buyer of, and the Investor Certificateholderssuch Seller hereby grants to Buyer, a first priority security interest in and to all of the Sellers' such Seller's right, title and interest in, to and under the Purchased Receivables, Specified Assets to secure (1) the other Trust Assets, all funds collected or rights of Buyer hereunder and (2) a loan by Buyer to be collected such Seller in respect the amount of the related Purchase Price of the Purchased Assets sold by it or the Unpaid Balance of any Contributed Receivables and all proceeds thereof for the purpose of securing a loan in a principal amount equal Related Contributed Assets, as the case may be. Each Seller and Buyer shall, to the Aggregate Certificate Balance from time extent consistent with this Agreement, take such actions as may be necessary to time of the Investor Certificates issued hereunder and pursuant to any applicable Supplement and the interest accrued at the related Certificate Rate and to secure all of the Sellers' and TMM's obligations hereunder, under any applicable Supplement and each other Transaction Document. (c) In connection with such conveyance and grant of a security interest, TMM agrees ensure that, if it or any other Seller should at any time open an executive office or offices in any state this Agreement were deemed to create a security interest in the United StatesSpecified Assets, (x) it will promptly record and file, at its own expense, all financing statements (including any continuation statements with respect such security interest would be deemed to such financing statements when applicable) in such jurisdiction as may be required to evidence the a perfected security interest of first priority (subject to Permitted Adverse Claims) in favor of Buyer under applicable law and will be maintained as such throughout the Trustee with respect to the Purchased Receivables originated or to be originated by the Sellers, all funds collected or to be collected in respect term of the Purchased Receivables and all proceeds thereof, and (y) it will deliver promptly a file-stamped copy of such financing statements or continuation statements or other evidence of such filing to the Trustee. The foregoing conveyance and grant to the Trust is made to the Trustee, on behalf of the Trust, and each reference in this Master Trust Agreement to such conveyance and grant shall be construed accordingly. The Trustee shall be under no obligation whatsoever to file the financing statements or continuation statements referred to herein, or to make any other filing under the UCC or otherwise in connection with the foregoing conveyance and grantAgreement.

True Sales. (a) Each of the Sellers and the Trustee The parties intend the transfers of the Purchased Receivables under the Receivables Sale Agreements Receivable Interests hereunder to be true sales absolute conveyances by the Sellers Seller to the Trust Investors that are absolute and irrevocable and that provide the Trust Investors with the full benefits of ownership of the Purchased ReceivablesReceivable Interests, and except as the other property of Seller referred to in clauses (A), (B), (C) and (D) below and (other than for tax purposes) none of the parties intend the transactions contemplated hereunder to be, or for any purpose to be characterized as, loans from the Investors to the Seller. Without limiting or otherwise specifically provided affecting the preceding sentence, for in SECTION 2.6 of this Master Trust Agreementtax purposes, neither the Sellers nor the Trustee intends the transactions contemplated by this Agreement and the Receivables Sale Agreements to Originator Purchase Agreement will be characterized treated as loans from a financing by Bombardier Motor. The parties agree that the Trust to foregoing sales of Receivable Interests constitute sales of “accounts” as described in the Sellers. (b) In the event thatUCC, notwithstanding the intent of the parties expressed under the Receivables Sale Agreements, the transfers of the Purchased Receivables are not true sales, then the Sellers intend and that such transfers by them to be a grant of this Agreement shall create a security interest in such property within the meaning favor of the UCCInvestors as the purchasers of the Receivable Interests. The Sellers therefore grant Notwithstanding such intent, if the arrangements with respect to the Trustee on behalf Receivable Interests hereunder are deemed for any purpose to constitute a loan and not a purchase and sale of such Receivable Interests, it is the intention of the Trust parties hereto that this Agreement shall constitute a security agreement under applicable law, and accordingly, as collateral security for the performance by the Seller of all the terms, covenants and agreements on the part of the Seller (whether as Seller or otherwise) to be performed under this Agreement or any document delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due of all obligations of the Seller hereunder or thereunder, whether for indemnification payments, fees, expenses or otherwise (collectively, the “Secured Obligations”), the Seller hereby assigns to the Operating Agent for its benefit and the Investor Certificateholdersratable benefit of the Investors, and hereby grants to the Operating Agent for its benefit and the ratable benefit of the Investors, a first priority security interest in and to in, all of the Sellers' Seller’s right, title and interest inin and to (A) the Originator Purchase Agreement and the Undertakings, including, without limitation, (i) all rights of the Seller to and under the Purchased Receivables, the other Trust Assets, all funds collected receive moneys due or to be collected in respect of the Purchased Receivables and all proceeds thereof for the purpose of securing a loan in a principal amount equal become due under or pursuant to the Aggregate Certificate Balance Originator Purchase Agreement or the Undertakings, (ii) all security interests and property subject thereto from time to time purporting to secure payment of monies due or to become due under or pursuant to the Originator Purchase Agreement or the Undertakings, (iii) all rights of the Investor Certificates issued hereunder and pursuant Seller to receive proceeds of any applicable Supplement and the interest accrued at the related Certificate Rate and to secure all of the Sellers' and TMM's obligations hereunderinsurance, under any applicable Supplement and each other Transaction Document. (c) In connection with such conveyance and grant of a security interestindemnity, TMM agrees that, if it warranty or any other Seller should at any time open an executive office or offices in any state in the United States, (x) it will promptly record and file, at its own expense, all financing statements (including any continuation statements with respect to such financing statements when applicable) in such jurisdiction as may be required to evidence the security interest of the Trustee guaranty with respect to the Purchased Receivables originated Originator Purchase Agreement or to be originated by the SellersUndertakings, all funds collected or to be collected in respect (iv) claims of the Purchased Receivables and all proceeds thereofSeller for damages arising out of or for breach of or default under the Originator Purchase Agreement or the Undertakings, and (yv) it will deliver promptly a file-stamped copy the right of such financing statements the Seller to compel performance and otherwise exercise all remedies thereunder, (B) all Receivables, whether now owned and existing or continuation statements hereafter acquired or other evidence arising, the Related Security with respect thereto and the Collections, including, without limitation, all accounts and chattel paper (as those terms are defined in the UCC), including undivided interests in any of such filing the foregoing, (C) the Deposit Accounts and (D) to the Trustee. The foregoing conveyance extent not included in the foregoing, all other proceeds of any and grant to the Trust is made to the Trustee, on behalf all of the Trust, and each reference in this Master Trust Agreement to such conveyance and grant shall be construed accordingly. The Trustee shall be under no obligation whatsoever to file the financing statements or continuation statements referred to herein, or to make any other filing under the UCC or otherwise in connection with the foregoing conveyance and grantforegoing.

True Sales. (a) Each of the The Sellers and the Trustee Purchaser intend the transfers of the Purchased Receivables under the Receivables Sale Agreements Transferred Receivables, Related Security, and Collections hereunder to be true sales absolute conveyances by the Sellers to the Trust Purchaser that are absolute and irrevocable and that provide the Trust Purchaser with the full benefits of ownership of the Purchased Transferred Receivables, Related Security, and except Collections and (other than for U.S. tax purposes as otherwise specifically provided for in SECTION 2.6 described below) none of this Master Trust Agreement, neither the Sellers nor the Trustee intends Purchaser intend the transactions contemplated hereunder to be, or for any purpose to be characterized as, loans from the Purchaser to any Seller. Without limiting or otherwise affecting the preceding sentence, for U.S. tax purposes, the transactions contemplated by this Agreement and the Sale Agreement will be treated as a financing by Bombardier Motor. The parties agree that the foregoing sales as between Bombardier Motor and the Purchaser of Transferred Receivables Sale Agreements to be characterized constitute sales of “accounts” as loans from described in the Trust to the Sellers. (b) In the event that, notwithstanding the intent of the parties expressed under the Receivables Sale Agreements, the transfers of the Purchased Receivables are not true sales, then the Sellers intend UCC and that such transfers by them to be a grant of this Agreement shall create a security interest in such property within the meaning favor of the UCCPurchaser as the purchaser of the Transferred Receivables, Related Security, and Collections of Bombardier Motor. The Sellers therefore grant Notwithstanding such intent, if the arrangements with respect to the Trustee on behalf Transferred Receivables, Related Security, and Collections hereunder as between Bombardier Motor and the Purchaser are deemed for any purpose to constitute a loan and not a purchase and sale of such Transferred Receivables, Related Security and Collections, it is the intention of the Trust parties hereto that this Agreement shall constitute as between Bombardier Motor and the Investor CertificateholdersPurchaser a security agreement under applicable law, and Bombardier Motor hereby grants to the Purchaser a first priority perfected security interest in and to all of the Sellers' Bombardier Motor’s right, title and interest interest, whether now owned or hereafter acquired by it, in, to and under the Purchased Transferred Receivables, the Related Security, and Collections and all other Trust Assetsproceeds thereof (other than proceeds paid or payable to, all funds collected received or to be collected receivable by such Seller in respect consideration of the Purchased Receivables sale or transfer of such Transferred Receivables, Related Security and all proceeds thereof for the purpose of securing a loan in a principal amount equal Collections to the Aggregate Certificate Balance from time to time of the Investor Certificates issued hereunder and pursuant to any applicable Supplement and the interest accrued at the related Certificate Rate and Purchaser), to secure all of the Sellers' and TMM's its obligations hereunder, under any applicable Supplement including, without limitation, its obligation to remit to the Purchaser, or its successors and each other Transaction Document. (c) In connection with such conveyance and grant of a security interest, TMM agrees that, if it or any other Seller should at any time open an executive office or offices in any state in the United States, (x) it will promptly record and file, at its own expenseassigns, all financing statements (including any continuation statements with respect to such financing statements when applicable) in such jurisdiction as may be required to evidence the security interest Collections and other proceeds of the Trustee with respect to the Purchased Receivables originated or to be originated by the Sellers, all funds collected or to be collected in respect of the Purchased Transferred Receivables and all proceeds thereof, and (y) it will deliver promptly a file-stamped copy of such financing statements or continuation statements or other evidence of such filing to the Trustee. The foregoing conveyance and grant to the Trust is made to the Trustee, on behalf of the Trust, and each reference in this Master Trust Agreement to such conveyance and grant shall be construed accordingly. The Trustee shall be under no obligation whatsoever to file the financing statements or continuation statements referred to herein, or to make any other filing under the UCC or otherwise in connection with the foregoing conveyance and grantRelated Security.

True Sales. (a) Each It is the express intention of the Sellers Buyer and the Trustee intend the transfers Seller that each transfer of the Purchased Receivables under the Receivables Sale Agreements Conveyed Property hereunder constitutes a true sale by Seller to be true sales by the Sellers to the Trust Buyer that are is absolute and irrevocable and that provide the Trust provides Buyer with the full benefits of ownership of the Purchased ReceivablesConveyed Property, and except not a pledge of such Conveyed Property by Seller to Buyer to secure a debt or other obligation of Seller. Consequently, the sale of each Conveyed Property shall be reflected as otherwise specifically provided for a sale on Seller’s business records and financial statements. However, in SECTION 2.6 of this Master Trust Agreement, neither the Sellers nor the Trustee intends the transactions contemplated by the Receivables Sale Agreements to be characterized as loans from the Trust to the Sellers. (b) In the event that, notwithstanding the intent of the parties expressed under the Receivables Sale Agreementsparties, the transfers of the Purchased Receivables are any Conveyed Property is deemed not true salesto have been transferred to Buyer, then the Sellers intend that such transfers by them (i) this Agreement also shall be deemed to be a grant of and hereby is a security interest in such property agreement within the meaning of the UCC. The Sellers therefore , and (ii) the conveyance by Seller provided for in this Agreement shall be deemed to be a grant by Seller to the Trustee on behalf of the Trust Buyer of, and the Investor CertificateholdersSeller hereby grants to Buyer, a first priority security interest in and to all of the Sellers' Seller’s right, title and interest in, to and under the Purchased ReceivablesConveyed Property, whether now or hereafter existing or created, to secure (1) the rights of Buyer hereunder, and (2) without limiting the foregoing, the other Trust Assets, all funds collected or payment and performance of Seller’s obligations to be collected in respect of the Purchased Receivables and all proceeds thereof for the purpose of securing a loan in a principal amount equal to the Aggregate Certificate Balance from time to time of the Investor Certificates issued hereunder and pursuant to any applicable Supplement and the interest accrued at the related Certificate Rate and to secure all of the Sellers' and TMM's obligations hereunder, under any applicable Supplement and each other Transaction DocumentBuyer. (cb) In connection Buyer and Seller shall, to the extent consistent with this Agreement, take such conveyance and grant of a security interest, TMM agrees actions as may be necessary to ensure that, if it or any other Seller should at any time open an executive office or offices in any state this Agreement were deemed to create a security interest in the United StatesConveyed Property, (x) it will promptly record and file, at its own expense, all financing statements (including any continuation statements with respect such security interest would be deemed to such financing statements when applicable) in such jurisdiction as may be required to evidence the a perfected security interest of first priority in favor of Buyer under applicable law and will be maintained as such throughout the Trustee with respect term of this Agreement. Seller hereby authorizes Buyer or its designee to file one or more UCC financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Purchased Receivables originated Conveyed Property of Seller, in each case whether now existing or hereafter generated by Seller. Unless otherwise agreed to be originated by the Sellersparties, Seller agrees to pay all funds collected or to be collected in respect reasonable out-of-pocket costs and expenses of the Purchased Receivables Buyer, excluding fees and all proceeds thereofexpenses of counsel, and (y) it will deliver promptly a file-stamped copy of such financing statements or continuation statements or other evidence of such filing to the Trustee. The foregoing conveyance and grant to the Trust is made to the Trustee, on behalf of the Trust, and each reference in this Master Trust Agreement to such conveyance and grant shall be construed accordingly. The Trustee shall be under no obligation whatsoever to file the financing statements or continuation statements referred to herein, or to make any other filing under the UCC or otherwise in connection with the foregoing conveyance perfection as against third parties of Buyer’s right, title and grantinterest in and to the Conveyed Property and the enforcement of any obligations of Seller under this Agreement.

True Sales. (a) Each of the Sellers Seller and the Trustee Purchaser intend the transfers of the Purchased such Seller's respective Receivables under the Receivables Sale Agreements hereunder to be true sales by the Sellers such Seller to the Trust Purchaser that are absolute and irrevocable and that provide the Trust Purchaser with the full benefits of ownership of the Purchased Receivables, and except as otherwise specifically provided for in SECTION 2.6 of this Master Trust Agreement, neither the Sellers any Seller nor the Trustee Purchaser intends the transactions contemplated by the Receivables Sale Agreements hereunder to be, or for any purpose to be characterized as as, loans from the Trust Purchaser to the Sellerssuch Seller. (b) In It is, further, not the intention of the Purchaser or any Seller that the conveyance of its respective Receivables be deemed a grant of a security interest in such Receivables by such Seller to the Purchaser to secure a debt or other obligation of such Seller. However, in the event that, notwithstanding the intent of the parties expressed under the Receivables Sale Agreementsparties, the transfers of the Purchased any Receivables are not true salesproperty of any Seller's estate, then the Sellers intend that such transfers by them (i) this Sales and Servicing Agreement also shall be deemed to be a grant of and hereby is a security interest in such property agreement within the meaning of the UCC. The Sellers therefore Uniform Commercial Code of any applicable jurisdiction, and (ii) the conveyance by each Seller provided for in this Sales and Servicing Agreement shall be deemed to be a grant by such Seller to the Trustee on behalf of Purchaser of, and such Seller hereby grants to the Trust and the Investor CertificateholdersPurchaser, a first priority security interest in and to all of the Sellers' such Seller's right, title and interest in, to and under the Purchased Receivables, Receivables to secure the other Trust Assets, all funds collected or to be collected in respect rights of the Purchased Receivables Purchaser hereunder. Each Seller and all proceeds thereof for the purpose of securing a loan in a principal amount equal Purchaser shall, to the Aggregate Certificate Balance from time extent consistent with this Sales and Servicing Agreement, take such actions as may be necessary to time of the Investor Certificates issued hereunder and pursuant to any applicable Supplement and the interest accrued at the related Certificate Rate and to secure all of the Sellers' and TMM's obligations hereunder, under any applicable Supplement and each other Transaction Document. (c) In connection with such conveyance and grant of a security interest, TMM agrees ensure that, if it or any other Seller should at any time open an executive office or offices in any state this Sales and Servicing Agreement were deemed to create a security interest in the United StatesReceivables, (x) it will promptly record and file, at its own expense, all financing statements (including any continuation statements with respect such security interest would be deemed to such financing statements when applicable) in such jurisdiction as may be required to evidence the a perfected security interest of first priority (subject to Liens created or permitted under the Trustee with respect to the Purchased Receivables originated or to be originated by the Sellers, all funds collected or to be collected Loan Agreement) in respect favor of the Purchased Receivables Purchaser under applicable law and all proceeds thereof, will be maintained as such throughout the term of this Sales and (y) it will deliver promptly a file-stamped copy of such financing statements or continuation statements or other evidence of such filing to the Trustee. The foregoing conveyance and grant to the Trust is made to the Trustee, on behalf of the Trust, and each reference in this Master Trust Agreement to such conveyance and grant shall be construed accordingly. The Trustee shall be under no obligation whatsoever to file the financing statements or continuation statements referred to herein, or to make any other filing under the UCC or otherwise in connection with the foregoing conveyance and grantServicing Agreement.

True Sales. (a) Each of Seller and Wells haxx xxructured the Sellers transactions contemplated by this Agreement as a sale and the Trustee intend the transfers transfer and conveyance of the Purchased Receivables under the Receivables Sale Agreements hereunder to be absolute and irrevocable true sales by the Sellers Seller to the Trust that are absolute and irrevocable and that provide the Trust with the Wells, txxx xrovide Wells wixx xxe full benefits and burdens of ownership of the Purchased Receivables, and except as otherwise specifically provided for in SECTION 2.6 of this Master Trust Agreement, neither the Sellers . Neither Seller nor the Trustee intends Wells inxxxxx the transactions contemplated by the Receivables Sale Agreements hereunder to be, or for any purpose to be characterized as as, loans from Wells to Xxxxer. Seller and Wells shxxx xreat the Trust transactions hereunder as true sales for all purposes under applicable law and GAAP, including, in their respective books, records, computer files, tax returns (federal, state, local and foreign), and regulatory and governmental filings (and shall reflect such sale in their respective financial statements). Seller will advise all Persons inquiring about the ownership of the Receivables that all Purchased Receivables have been sold to the SellersWells. (bx) In the event thatXf, notwithstanding the intent intention of the parties expressed in this Section 2.7, the transfer and conveyance by Seller to Wells of Xxxxhased Receivables hereunder shall be characterized by a court of competent jurisdiction as a secured loan and not a sale, then, in such event, this Agreement shall constitute a security agreement under the Receivables Sale AgreementsUCC and other applicable law. For this purpose, the transfers of the Purchased Receivables are not true salesSeller hereby grants Wells a xxxxxcted, then the Sellers intend that such transfers by them to be a grant of a security interest in such property within the meaning of the UCC. The Sellers therefore grant to the Trustee on behalf of the Trust and the Investor Certificateholders, a first priority security interest in and to all of the Sellers' Seller’s right, title and interest in, to and under (i) the Purchased Receivables, (ii) the other Trust AssetsCollection Account Collateral, all funds collected or to be collected in respect of the Purchased Receivables and all proceeds thereof for the purpose of securing a loan in a principal amount equal to the Aggregate Certificate Balance from time to time of the Investor Certificates issued hereunder and pursuant to any applicable Supplement and the interest accrued at the related Certificate Rate and to secure all of the Sellers' and TMM's obligations hereunder, under any applicable Supplement and each other Transaction Document. (ciii) In connection with such conveyance and grant of a security interest, TMM agrees that, if it or any other Seller should at any time open an executive office or offices in any state in the United States, (x) it will promptly record and file, at its own expense, all financing statements (including any continuation statements with respect to such financing statements when applicable) in such jurisdiction as may be required to evidence the security interest of the Trustee with respect to the Purchased Receivables originated or to be originated by the Sellers, all funds collected or to be collected in respect of the Purchased Receivables and all proceeds thereof, to secure the timely payment and (y) it will deliver promptly performance by Seller of all amounts and any other obligations owing to Wells hexxxxxer. In the event this Agreement shall be characterized as a file-stamped copy of such financing statements or continuation statements or other evidence of such filing security agreement, Wells shxxx xave, in addition to the Trustee. The foregoing conveyance rights and grant remedies which it may have under this Agreement, all the rights and remedies provided to the Trust is made to the Trustee, on behalf of the Trust, and each reference in this Master Trust Agreement to such conveyance and grant shall be construed accordingly. The Trustee shall be under no obligation whatsoever to file the financing statements or continuation statements referred to herein, or to make any other filing a secured creditor under the UCC or otherwise in connection with the foregoing conveyance and grantapplicable law, which rights and remedies shall be cumulative.

True Sales. (a) Each of the The Sellers and the Trustee Buyer intend the transfers of the Purchased Receivables under the Receivables Sale Agreements Assets and Contributed Assets hereunder to be true sales or contributions to capital, respectively by the Sellers to the Trust Buyer that are absolute and irrevocable and that provide the Trust Buyer with the full benefits of ownership of the Purchased Receivables, and except as otherwise specifically provided for in SECTION 2.6 none of this Master Trust Agreement, neither the Sellers nor the Trustee Buyer intends the transactions contemplated by the Receivables Sale Agreements hereunder to be, or for any purpose to be characterized as as, loans from Buyer to any Seller. It is, further, not the Trust intention of Buyer or any Seller that the conveyance of the Specified Assets by such Seller be deemed a grant of a security interest in the Specified Assets by such Seller to the Sellers. (b) In Buyer to secure a debt or other obligation of such Seller. However, in the event that, notwithstanding the intent of the parties expressed under the Receivables Sale Agreementsparties, the transfers any Specified Assets are property of the Purchased Receivables are not true salesany Seller's estate, then the Sellers intend that such transfers by them (i) this Agreement also shall be deemed to be a grant of and hereby is a security interest in such property agreement within the meaning of the UCC. The Sellers therefore , and (ii) the conveyance by such Seller provided for in this Agreement shall be deemed to be a grant by such Seller to the Trustee on behalf of the Trust Buyer of, and the Investor Certificateholderssuch Seller hereby grants to Buyer, a first priority security interest in and to all of the Sellers' such Seller's right, title and interest in, to and under the Purchased Receivables, the other Trust Specified Assets, all funds collected whether now or hereafter existing or created, to be collected secure (1) the rights of Buyer hereunder, (2) a loan by Buyer to such Seller in respect the amount of the related Purchase Price of the Purchased Assets sold by it or the Unpaid Balance of any Contributed Receivables and all proceeds thereof for the purpose related Contributed Assets, as the case may be and (3) without limiting the foregoing, the payment and performance of securing a loan in a principal amount equal such Seller's obligations (whether monetary or otherwise) hereunder. Each Seller and Buyer shall, to the Aggregate Certificate Balance from time extent consistent with this Agreement, take such actions as may be necessary to time of the Investor Certificates issued hereunder and pursuant to any applicable Supplement and the interest accrued at the related Certificate Rate and to secure all of the Sellers' and TMM's obligations hereunder, under any applicable Supplement and each other Transaction Document. (c) In connection with such conveyance and grant of a security interest, TMM agrees ensure that, if it or any other Seller should at any time open an executive office or offices in any state this Agreement were deemed to create a security interest in the United StatesSpecified Assets, (x) it will promptly record and file, at its own expense, all financing statements (including any continuation statements with respect such security interest would be deemed to such financing statements when applicable) in such jurisdiction as may be required to evidence the a perfected security interest of first priority (subject to Permitted Adverse Claims) in favor of Buyer under applicable law and will be maintained as such throughout the Trustee with respect to the Purchased Receivables originated or to be originated by the Sellers, all funds collected or to be collected in respect term of the Purchased Receivables and all proceeds thereof, and (y) it will deliver promptly a file-stamped copy of such financing statements or continuation statements or other evidence of such filing to the Trustee. The foregoing conveyance and grant to the Trust is made to the Trustee, on behalf of the Trust, and each reference in this Master Trust Agreement to such conveyance and grant shall be construed accordingly. The Trustee shall be under no obligation whatsoever to file the financing statements or continuation statements referred to herein, or to make any other filing under the UCC or otherwise in connection with the foregoing conveyance and grantAgreement.

True Sales. (a) Each of the Sellers Seller, Seller Trustee, Purchaser Trustee and the Trustee Purchaser intend the transfers transactions hereunder to constitute true sales of the Purchased Receivables under the Receivables Sale Agreements to be true sales Student Loans and Related Assets with respect thereto by the Sellers Seller Trustee (on behalf of the Seller) to the Trust that are absolute and irrevocable and that provide the Trust with the full benefits of ownership Purchaser Trustee (on behalf of the Purchased ReceivablesPurchaser) providing the Purchaser Trustee with all of the Seller Trustee’s right, title and interest in and to the Student Loans and Related Assets with respect thereto, and except as otherwise specifically provided for in SECTION 2.6 of this Master Trust Agreement, neither the Sellers nor the Trustee no party hereto intends the transactions contemplated by the Receivables Sale Agreements hereunder to be, or for any purpose to be characterized as loans as, a loan from (i) the Trust Purchaser and/or Purchaser Trustee, on one hand to (ii) the SellersSeller and/or the Seller Trustee on the other hand. (b) In the event that(but only to the extent) that the conveyance of Student Loans and the Related Assets with respect thereto hereunder is characterized by any Governmental Authority as a loan rather than a sale or contribution, notwithstanding this Agreement shall be deemed to constitute a security agreement and the intent of Seller and the parties expressed under Seller Trustee shall be deemed hereunder to have granted to the Receivables Sale AgreementsPurchaser and the Eligible Lender Trustee, and the transfers of Seller and the Purchased Receivables are not true salesSeller Trustee hereby assign and grant to the Purchaser, then the Sellers intend that such transfers by them to be a grant of a security interest in such property within the meaning of the UCC. The Sellers therefore grant to the Trustee and continuing lien on behalf of the Trust and the Investor Certificateholders, a first priority security interest in and to all of the Sellers' their right, title and interest in, now or hereafter acquired or existing in to and under all such Student Loans and the Purchased ReceivablesRelated Assets with respect thereto (collectively, the other Trust “Purchased Assets, all funds collected or ”) to be collected in respect secure the obligations of the Purchased Receivables Seller and all proceeds thereof for the purpose Seller Trustee to the Purchaser (including the repayment of securing a loan deemed to have been purchased by the Purchaser to the Seller and Seller Trustee in a principal an amount equal to the Aggregate Certificate Balance from time to time sum of the Investor Certificates issued Aggregate Purchase Prices paid hereunder which secures the Purchaser’s rights to receive all collections on and pursuant to any applicable Supplement proceeds of the Purchased Assets). Each of the Seller and the interest accrued at Seller Trustee authorizes the related Certificate Rate Purchaser to file any and to secure all of the Sellers' and TMM's obligations hereunder, under any applicable Supplement and each other Transaction Document. (c) In connection with such conveyance and grant of a security interest, TMM agrees that, if it or any other Seller should at any time open an executive office or offices in any state in the United States, (x) it will promptly record and file, at its own expense, all financing statements (including any continuation statements with respect deemed necessary by the Purchaser to such financing statements when applicable) in such jurisdiction as may be required to evidence perfect the security interest of the Trustee with respect to the Purchased Receivables originated or to be originated by the Sellers, all funds collected or to be collected in respect of the Purchased Receivables and all proceeds thereof, and (y) it will deliver promptly a file-stamped copy of such financing statements or continuation statements or other evidence of such filing to the Trustee. The foregoing conveyance and grant to the Trust is made to the Trustee, on behalf of the Trust, and each reference in this Master Trust Agreement to such conveyance and grant shall be construed accordingly. The Trustee shall be under no obligation whatsoever to file the financing statements or continuation statements referred to described herein, or to make any other filing under the UCC or otherwise in connection with the foregoing conveyance and grant.

True Sales. (a) Each of the The Sellers and the Trustee Buyer intend the transfers of the Purchased Receivables under the Receivables Sale Agreements Assets and Contributed Assets hereunder to be true sales or contributions to capital, respectively, by the Sellers to the Trust Buyer that are absolute and irrevocable and that provide the Trust Buyer with the full benefits of ownership of the Purchased Receivables, and except as otherwise specifically provided for in SECTION 2.6 none of this Master Trust Agreement, neither the Sellers nor the Trustee Buyer intends the transactions contemplated by the Receivables Sale Agreements hereunder to be, or for any purpose to be characterized as as, loans from Buyer to any Seller. It is further, not the Trust intention of Buyer or any Seller that the conveyance of the Specified Assets by such Seller be deemed a grant of a security interest in the Specified Assets by such Seller to the Sellers. (b) In Buyer to secure a debt or other obligation of such Seller. However, in the event that, notwithstanding the intent of the parties expressed under the Receivables Sale Agreementsparties, the transfers any Specified Assets are property of the Purchased Receivables are not true salesany Seller’s estate, then the Sellers intend that such transfers by them (i) this Agreement also shall be deemed to be a grant of and hereby is a security interest in such property agreement within the meaning of the UCC. The Sellers therefore , and (ii) the conveyance by such Seller provided for in this Agreement shall be deemed to be a grant by such Seller to the Trustee on behalf of the Trust Buyer of, and the Investor Certificateholderssuch Seller hereby grants to Buyer, a first priority security interest in and to all of the Sellers' such Seller’s right, title and interest in, to and under the Purchased Receivables, the other Trust Specified Assets, all funds collected whether now or hereafter existing or created, to be collected secure (1) the rights of Buyer hereunder, (2) a loan by Buyer to such Seller in respect the amount of the related Purchase Price of the Purchased Assets sold by it, or the Unpaid Balance of any Contributed Receivables and all proceeds thereof for the purpose related Contributed Assets, as the case may be and (3) without limiting the foregoing, the payment and performance of securing a loan in a principal amount equal such Seller’s obligations (whether monetary or otherwise) hereunder. Each Seller and Buyer shall, to the Aggregate Certificate Balance from time extent consistent with this Agreement, take such actions as may be necessary to time of the Investor Certificates issued hereunder and pursuant to any applicable Supplement and the interest accrued at the related Certificate Rate and to secure all of the Sellers' and TMM's obligations hereunder, under any applicable Supplement and each other Transaction Document. (c) In connection with such conveyance and grant of a security interest, TMM agrees ensure that, if it or any other Seller should at any time open an executive office or offices in any state this Agreement were deemed to create a security interest in the United StatesSpecified Assets, (x) it will promptly record and file, at its own expense, all financing statements (including any continuation statements with respect such security interest would be deemed to such financing statements when applicable) in such jurisdiction as may be required to evidence the a perfected security interest of first priority (subject to Permitted Adverse Claims) in favor of Buyer or under applicable law and will be maintained as such throughout the Trustee with respect to the Purchased Receivables originated or to be originated by the Sellers, all funds collected or to be collected in respect term of the Purchased Receivables and all proceeds thereof, and (y) it will deliver promptly a file-stamped copy of such financing statements or continuation statements or other evidence of such filing to the Trustee. The foregoing conveyance and grant to the Trust is made to the Trustee, on behalf of the Trust, and each reference in this Master Trust Agreement to such conveyance and grant shall be construed accordingly. The Trustee shall be under no obligation whatsoever to file the financing statements or continuation statements referred to herein, or to make any other filing under the UCC or otherwise in connection with the foregoing conveyance and grantAgreement.