CONDITIONS OF TITLE AND OWNERSHIP Sample Clauses

CONDITIONS OF TITLE AND OWNERSHIP. 3.1 The Property is purchased as vacant land by the Purchaser for the purpose of erecting a residential dwelling thereon. 3.2 Insofar as is allowed by the CPA, the property is sold voetstoots. 3.3 The Property is sold subject to all conditions and servitudes contained in the existing title deeds and any conditions and servitudes imposed by the Developer, Master Management Association, if applicable, Association, Municipality or any other authority in approving the Property as a separate subdivision. 3.4 The Purchaser shall be obliged to accept transfer of the Property subject, inter alia, to: - 3.4.1 the conditions, reservations and servitudes which burden the Property; 3.4.2 any change in the description of the Property; 3.4.3 a condition registered against the title deed to the Property to the effect that the Property, or any portion thereof or interest therein shall not be alienated, leased or transferred without the written consent of the Association and the Master Management Association, if applicable, first having been obtained (provided that the Association’s and Master Management Association’s, if applicable, consent shall not be required for the first transfer of any property from the Seller nor for the simultaneous mortgage of any such property). 3.4.4 the conditions in favour of the Developer and the Association and any supplier of services to Xxxxxx and/or Xxxxxx as set out in this Contract as the Seller may in its sole discretion require and in such form as the Registrar of Deeds may permit. 3.5 The Purchaser acknowledges that he has satisfied himself as to the nature, locality and extent of the Property and the Seller shall not be liable for any deficiency in the extent therefore nor shall it benefit by any surplus. 3.6 The Purchaser further acknowledges that in obtaining township establishment approvals a general geotechnical report has been obtained for Xxxxxx. However, it shall be incumbent upon the Purchaser, at the Purchaser’s cost, to obtain a geotechnical report relating specifically to the Property prior to commencement of building operations. 3.7 The Purchaser acknowledges that during the course of installation of infrastructure and services to Xxxxxx and the Property, the natural ground levels may have been or may be altered and cut and fill methods adopted. The Purchaser undertakes to take this into account in the planning, design and construction of buildings to be erected on the Property. The Purchaser shall have no claim or righ...
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CONDITIONS OF TITLE AND OWNERSHIP. The Purchaser shall be obliged to accept ownership of the Property subject to: - 3.1 the conditions, reservations and servitudes which affect the Land; 3.2 such conditions of sectional title as are imposed by the Seller and the local authority; 3.3 any change in the number of the Section; 3.4 a condition imposed by the Seller and registered against the title deed to the Property to the effect that the Section shall not be permanently occupied by a person not approved by the Administrator and who is not 50 (fifty) years of age or older; 3.5 in order to protect the Administrator’s rights, a condition imposed by the Seller and registered against the title deed to the Property to the effect that the Property or any portion thereof or interest therein, real right thereon or sectional title unit erected thereon shall not be alienated, leased or transferred without the written consent of the Administrator first being had and obtained; 3.6 in order to protect the Operator’s rights, a condition imposed by the Seller and registered against the title deed to the Property to the effect that the Property or any portion thereof or interest therein, real right thereon or sectional title unit erected thereon shall not be alienated, leased or transferred without the written consent of the Operator first being had and obtained; 3.7 a condition registered against the title deed to the Property to the effect that the Property or any portion thereof or interest therein, real right thereon or sectional title unit erected thereon shall not be alienated, leased or transferred without the written consent of the Association first being had and obtained; and 3.8 a condition registered against the title deed to the Property to the effect that the Property or any portion thereof or interest therein, real right thereon or sectional title unit erected thereon shall not be alienated, leased or transferred without the written consent of Tongaat Xxxxxx first being had and obtained.
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CONDITIONS OF TITLE AND OWNERSHIP. The Unit is sold subject to: 14.1 and in accordance with the Sectional Plan and the participation quota endorsed thereon and any modifications or alterations which may be made thereto from time to time in accordance with the provisions of this agreement, the STA or the STSMA; 14.2 and entitled to the servitudes for support and for essential services referred to in the STA and the STSMA; 14.3 the conditions contained in the schedule referred to in Section 11(3)(b) of the STA; 14.4 such conditions of title the Premier, the Municipality or any other authority may impose on the Land or on the Development Scheme; 14.5 the Body Corporate Rules, as subsequently amended by the Body Corporate at the request of the Seller;
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CONDITIONS OF TITLE AND OWNERSHIP. The Unit is sold subject to: 15.1 and in accordance with the Sectional Plan and the participation quota endorsed thereon and any modifications or alterations which may be made thereto from time to time in accordance with the provisions of this agreement, the STA or the STSMA; 15.2 and entitled to the servitudes for support and for essential services referred to in the STA and the STSMA; 15.3 the conditions contained in the schedule referred to in Section 11(3)(b) of the STA; 15.4 such conditions of title the Premier, the Municipality or any other authority may impose on the Land or on the Development Scheme; 15.5 the Body Corporate Rules as amended by the Seller or the Conveyancers or as subsequently amended by the Body Corporate at the request of the Seller; 15.6 the Association Rules, as amended by the Association from time to time; 15.7 The rights of the Seller in terms of Section 25 of the STA to undertake the Phased Development in accordance with plans to be filed in the Deeds Office in terms of Section 25(2)(a) of the STA;
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CONDITIONS OF TITLE AND OWNERSHIP. The Unit is sold: 10.1 Subject to and in accordance with the Plans and the Sectional Plan and the participation quota endorsed thereon, and any modifications or alterations which may be made thereto from time to time in accordance with the provisions of this agreement or the Act. 10.2 Subject and entitled to the servitudes for support and for essential services referred to in the Act. 10.3 Subject to the conditions of title contained in the Title Deeds of the Property. 10.4 Subject to the conditions contained in the Schedule referred to in Section 11(3)(b) of the Act. The Seller warrants that the aforesaid schedule shall contain only: 10.4.1 the existing Title conditions relating to the land; 10.4.2 any conditions imposed by the local authority when approving the Sectional Plans; 10.4.3 conditions imposed by the Developer relating to the reservation of the right to extend referred to above, and also the right to vote at meetings of members on behalf of Purchasers until such time as the Scheme has been completed. Such right to vote shall be restricted to matters relating to proposed amendments of the Management and Conduct Rules; 10.4.4 the condition imposed by the Developer in terms of which the Unit shall not be disposed of, leased or transferred without the written consent of the Homeowners’ Association first being had and obtained, and that the Unit may not be consolidated with any other Unit in the Scheme or be further subdivided without the prior written consent of the Association. 10.5 The land shall be subject to an omnibus servitude in favour of the St Xxxxx Homeowners’ Association and/or the uMngeni Municipality and/or the relevant Service Authority, which shall affect all of the land other than those portions on which Units have been constructed or which have been allocated as exclusive use areas.
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CONDITIONS OF TITLE AND OWNERSHIP. 16.1 The Unit is sold subject to: 16.1.1 and in accordance with the Sectional Plan and the participation quota endorsed thereon and any modifications or alterations which may be made thereto from time to time in accordance with the provisions of this agreement or the STA; 16.1.2 and entitled to the servitudes for support and for essential services referred to in the STA; 16.1.3 the conditions contained in the Schedule referred to in Section 11(3)(b) of the STA; 16.1.4 the conditions, reservations and servitudes which effect the Land; 16.1.5 such conditions of sectional title as are imposed by the Seller, the Developer, the Municipality or any other government authority; 16.1.6 the Rules as amended by the Seller or as subsequently amended by the Body Corporate at the request of the Seller or the members of the body corporate (subject to the provisions of clause 19.1 hereof);
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CONDITIONS OF TITLE AND OWNERSHIP. The Purchaser shall be obliged to accept ownership of the Property subject to:- 6.1 the conditions, reservations and servitudes which affect the Property; 6.2 such conditions of sectional title as are imposed by the Seller, the local authority and the Minister of Local Government (KwaZulu-Natal); 6.3 reciprocal servitudes imposed by the Seller over all schemes within the Estate for the benefit of all owners within the Estate 6.4 a condition registered against the title deed to the Property to the effect that the Property or any portion thereof or interest therein shall not be alienated, leased or transferred without the written consent of the Association first being had and obtained; 6.5 where applicable as stipulated in Item O of the Schedule, a condition registered against the title deed that the dwelling shall not be altered so as to be made into a double storey without the consent of the Augusta Country Estate Homeowners Association. 6.6 such other conditions in this Agreement as the Developer may require to be registered against the title deeds to the Property on the Date of Transfer, in such form as the Registrar of Deeds may permit.
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CONDITIONS OF TITLE AND OWNERSHIP. The Purchaser shall be obliged to accept ownership of the Property subject to: - 3.1 the conditions, reservations and servitudes which affect the Property; 3.2 such conditions of sectional title as are imposed by the Seller, the local authority and the Minister of Local Government (KwaZulu-Natal); 3.3 such other conditions in this Contract as the Developer may require to be registered against the title deeds to the Property on the Date of Transfer, in such form as the Registrar of Deeds may permit.
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Related to CONDITIONS OF TITLE AND OWNERSHIP

  • Title and Ownership Warranty Contractor warrants, represents and conveys (i) full ownership, clear title free of all liens, or (ii) the right to transfer or deliver perpetual license rights to any Products transferred to Authorized User under this Contract. Contractor shall be solely liable for any costs of acquisition associated therewith. Contractor fully indemnifies the Authorized User for any loss, damages or actions arising from a breach of said warranty without limitation.

  • Condition of Title (a) At the Settlement Date, title to the Property shall be good and marketable and free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below. (b) During the Feasibility Period, Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

  • POLICY TITLE AND OWNERSHIP Title and ownership shall reside in the Bank for its use and for the use of the Insured all in accordance with this Agreement. The Bank alone may, to the extent of its interest, exercise the right to borrow or withdraw on the policy cash values. Where the Bank and the Insured (or assignee, with the consent of the Insured) mutually agree to exercise the right to increase the coverage under the subject Split Dollar policy, then, in such event, the rights, duties and benefits of the parties to such increased coverage shall continue to be subject to the terms of this Agreement.

  • Title and Ownership Contractor warrants and represents that it has (i) full ownership, clear title free of all liens, or (ii) the right to transfer or deliver specified license rights to any Products

  • Documents of Title Not sign or authorize the signing of any financing statement or other document naming Borrower as debtor or obligor, or acquiesce or cooperate in the issuance of any xxxx of lading, warehouse receipt or other document or instrument of title with respect to any Collateral, except those negotiated to Lender, or those naming Lender as secured party, or if solely to create, perfect or maintain a Permitted Lien.

  • Protection of Title of Purchaser (a) At or prior to the Closing Date, Seller shall have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the Receivables and the Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Trust Collateral Agent under the Indenture in the Receivables and the Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Trust Collateral Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Trust Collateral Agent may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Trust Collateral Agent to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as each may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. (b) Seller shall not change its name, identity, state of incorporation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or the Trust Collateral Agent on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Trust Collateral Agent at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. (c) Seller shall give Purchaser, the Issuer and the Trust Collateral Agent at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of America. (d) Prior to the Closing Date, Seller has maintained accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as of or prior to the Closing Date, the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to Purchaser, and the conveyance of the Receivables by Purchaser to the Issuer, Seller’s master computer records (including archives) that shall refer to a Receivable indicate clearly that such Receivable has been sold to Purchaser and has been conveyed by Purchaser to the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the Receivable shall become a Purchased Receivable or a Sold Receivable or shall have been paid in full or sold pursuant to the terms of the Sale and Servicing Agreement. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any Receivable (other than a Purchased Receivable or a Sold Receivable), shall indicate clearly that such Receivable has been sold to Purchaser, sold by Purchaser to Issuer, and is owned by the Issuer.

  • Defense of Title Warrant and defend title to and ownership of the Pledged Collateral of such Pledgor at its own expense against the claims and demands of all other parties claiming an interest therein, keep the Pledged Collateral free from all Liens, except for Permitted Liens, and not sell, exchange, transfer, assign, lease or otherwise dispose of Pledged Collateral of such Pledgor or any interest therein, except as permitted under the Credit Agreement and the other Loan Documents.

  • Defense of Title to Collateral Each Borrower shall at all times defend its title to Collateral and Agent’s Liens therein against all Persons, claims and demands whatsoever, except Permitted Liens.

  • Reservation of Title The transfer of ownership of the delivered products is suspended until full payment of the price of these by the professional purchaser, in principal and accessories, even in case of granting of payment deadlines. Any clause to the contrary, in particular inserted in the general conditions of purchase, is deemed unwritten. By express agreement, the company LABORATOIRES XXXXXXX will be able to enforce its rights under this retention of title clause in its own name and on its own behalf and/or in the name and on behalf of its suppliers, for any of its outstanding debts that remain partially or totally unpaid, on all of its products and/or the products of its suppliers still in the possession of the professional purchaser, these are conventionally presumed to be those unpaid, and the company LABORATOIRES XXXXXXX may, by right and without formality, take them back or claim them as compensation for all its unpaid invoices, at the expense, risk and peril of the professional purchaser and without prejudice to its right to terminate the sales in progress. Any deposit paid by the professional purchaser will remain acquired to the company LABORATOIRES XXXXXXX as a lump sum compensation, without prejudice to all other actions that it would be entitled to take against the professional purchaser. However, the risk of loss or deterioration shall pass to the professional purchaser upon delivery of the ordered products. During the period of retention of title, the professional purchaser must insure the unpaid goods against any damage suffered or caused by them, until full transfer of ownership, the insurance policies must mention the ownership of the company LABORATOIRES XXXXXXX or suppliers of the latter. The professional purchaser is obliged to justify it to the company LABORATOIRES XXXXXXX at the time of the delivery. Failing this, the company LABORATOIRES XXXXXXX would be entitled to delay the delivery until presentation of this proof. The professional purchaser may only resell the unpaid products in the normal course of business. It may in no case pledge, grant a security interest, pledge or transfer the ownership of its unpaid stocks as a guarantee. The professional purchaser must immediately notify the company LABORATOIRES XXXXXXX in case of seizure or any other intervention of a third party or of transfer or pledge of its business. If the professional purchaser resells the products before full payment, it will be deemed to have resold on behalf of the company LABORATOIRES XXXXXXX; the deposits already paid by it will then be automatically offset against the sums owed to the company LABORATOIRES XXXXXXX for the sale made on its behalf. The company LABORATOIRES XXXXXXX may also require, in case of total or partial non-payment of an invoice on the due date, the resolution of the sale and the reclamation of the products delivered after sending a simple formal notice, the return costs being borne by the professional purchaser and the payments made remaining acquired to the company LABORATOIRES XXXXXXX as a penalty clause. Similarly, the company LABORATOIRES XXXXXXX may unilaterally, after sending a notice of default, draw up or have drawn up an inventory of products it has invoiced still in possession of the professional purchaser, which undertakes to leave free access to its warehouses, stores or other for this purpose, ensuring that the identification of such products is always possible. In the event of the opening of insolvency proceedings, to the extent permitted by law and subject to any applicable public policy provisions, outstanding orders will be automatically cancelled and the company LABORATOIRES XXXXXXX reserves the right to reclaim the goods in stock. The above provisions do not prevent the transfer to the professional purchaser of the risks of loss or deterioration of the products subject to retention of title as well as the damage they may cause, as soon as the goods are shipped. The benefit of the present retention of title clause will be automatically transmitted to any third party subrogated in the rights, actions and privileges of the company LABORATOIRES XXXXXXX under its claim.

  • Protection of Title to Trust (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and the interests of the Trust Collateral Agent in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the Seller nor the Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of 9-506 of the UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent and the Trustee at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating either (i) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to preserve and protect such interest. (c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent and the Trustee at least 60 days’ prior written notice of any relocation of its principal executive office or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or Canada, and (ii) its principal executive office within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Issuer, the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust in such Receivable and that such Receivable is owned by the Trust. Indication of the Trust’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have been paid in full or repurchased or sold pursuant to this Agreement. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Trust. (g) Upon request, the Servicer shall furnish to the Owner Trustee or to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust. (h) The Servicer shall deliver to the Owner Trustee and the Trustee: (i) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendment, an Opinion of Counsel stating that, in the opinion of such Counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest; and (ii) within 120 days after the beginning of each calendar year, beginning with the first calendar year beginning more than six months after the Closing Date, an Opinion of Counsel, dated as of a date during such 120-day period, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest.

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