Common use of Protection of Right, Title and Interest to Trust Clause in Contracts

Protection of Right, Title and Interest to Trust. (a) The Transferor shall cause this Agreement, all amendments and supplements hereto and all financing statements and amendments thereto and any other necessary documents covering the Certificateholders’ and the Trustee’s right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and the Trustee hereunder to all property comprising the Trust and the Trust Assets. The Transferor shall deliver to the Trustee file stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph. (b) The Transferor shall not change its name or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assets, and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assets. (c) [Reserved]. (d) The Transferor will deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement: (i) upon the execution and delivery of each amendment of this Agreement or any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as Accounts, an Opinion of Counsel substantially in the form of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation Interests; and (iii) on or before April 30 of each year, beginning with April 30, 2003, an Opinion of Counsel substantially in the form of Exhibit H-2.

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, all amendments and supplements hereto and and/or all financing statements (including amendments thereto) and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ and the Trustee’s right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and the Trustee hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor Sellers shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph. (b) The Transferor shall not Within 30 days after any of the Sellers makes any change in its name or its type name, identity, corporate structure or jurisdiction of organization unless it has first which would make any financing statement or continuation statement filed in accordance with paragraph (ia) made all filings in all relevant jurisdictions under seriously misleading within the UCC meaning of Section 9-506 (or any comparable provision) of the UCC, such Seller shall give the Trustee notice of any such change and other applicable law shall file such financing statements or amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust’s security interest of the Trustee in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]Each Seller and the Servicer will give the Trustee prompt notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal executive office and whether, 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 file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Trust’s security interest in the Receivables and the proceeds thereof. Each Seller and the Servicer will at all times maintain each office from which it services Receivables and its principal executive offices within the United States. (d) The Transferor Servicer will deliver to the Trustee and any each Series Enhancer entitled thereto pursuant to the relevant SupplementEnhancer: (i) upon the execution and delivery of each amendment of this Agreement or any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) upon the execution and delivery of each amendment of Article I, II, III or IV or of any Supplement, other than amendments pursuant to Section 13.01(a), on each Addition Date on which any Additional Lump Addition Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a2.09(a) or (b) and on each date specified in Section 2.08(c)(iii2.09(c)(iii) with respect to the inclusion of Automatic Additional New Accounts as Accounts, an Opinion of Counsel substantially in the form of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a2.09(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit Exhibits H-1 and H-2 but conformed to the extent appropriate to relate to Participation Interests; and (iii) on or before April 30 March 3l of each year, beginning with April 30March 3l, 20031992, an Opinion of Counsel substantially in the form of Exhibit H-2.

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, all amendments and supplements hereto and and/or all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ and Certificateholders and, the Trustee’s 's right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and or the Trustee Trustee, as the case may be, hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor Seller shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph.subsection 13.2(a). ------------------ (b) The Transferor shall not Within 30 days after the Seller makes any change in its name name, identity or its type corporate structure which would make any financing statement or jurisdiction continuation statement filed in accordance with paragraph (a) above materially misleading within the meaning of organization unless it has first (iSection 9-402(7) made all filings in all relevant jurisdictions under of the UCC as in effect in the State of New York, the Seller shall give the Trustee notice of any such change and other applicable law shall file such financing statements or amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust's security interest of the Trustee in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]Each of the Seller and the Servicer will give the Trustee prompt written notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables (including the establishment of any office from which it services the Receivables or keeps records concerning the Receivables) or of its principal executive office and whether, 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 file such financing statements or amendments as may be necessary to continue the perfection of the Trust's security interest in the Receivables and the proceeds thereof. Each of the Seller and the Servicer will at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (d) The Transferor Servicer will deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant SupplementTrustee: (i) upon the execution and delivery of each amendment of this Article I, II, III or IV hereto (or, with respect --------- -- --- -- to Article IV, as incorporated in the related Supplement; provided, however, ---------- -------- ------- that the adoption of a Supplement pursuant to Section 6.9 of the Agreement which supplements or modifies Article IV for a particular new Series shall not be considered an ---------- amendment), other than amendments pursuant to subsection 13.1(a), and upon each ------------------ date that any SupplementAdditional Accounts or Automatic Additional Accounts are to be included in the Accounts pursuant to Section 2.6 hereof, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as Accounts, an Opinion of Counsel ----------- substantially in the form of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation InterestsF; and (iiiii) on or before April 30 March 31 of each --------- year, beginning with April 30March 31, 2003, 1994 an Opinion of Counsel Counsel, substantially in the form of Exhibit H-2.G. ---------

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, all amendments and supplements hereto and and/or all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ Certificateholders and the Trustee’s right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and or the Trustee Trustee, as the case may be, hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraphsubsection 13.02(a). (b) The Within 30 days after the Transferor makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-402(7) of the UCC as in effect in the applicable jurisdiction, the Transferor shall not give the Trustee, each Credit Enhancement Provider and the Servicer notice of any such change its name and shall file such financing statements or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust’s security interest of the Trustee in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]Each of the Transferor and the Servicer will give the Trustee and each Credit Enhancement Provider prompt written notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its jurisdiction of organization and whether, as a result of such change, the applicable provisions of the UCC as in effect in the applicable jurisdiction would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and the Servicer shall file such financing statements or amendments as may be necessary to continue the perfection of the Trust’s security interest in the Receivables and the proceeds thereof. Each of the Transferor and the Servicer will at all times maintain each office from which it services Receivables and its principal executive office and its jurisdiction of incorporation within the United States of America. (d) The Transferor Servicer will deliver to the Trustee and any Series Enhancer entitled thereto pursuant with respect to the relevant Supplement: clause (i) to Standard & Poor’s and Moody’s (i) upon the execution and delivery of each amendment of this Agreement or any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which date that any Additional Accounts (other than Automatic Additional Accounts) are to be designated as included in the Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as Accounts2.06, an Opinion of Counsel substantially in the form of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation InterestsE; and (iiiii) on or before April 30 March 31 of each year, beginning with April 30March 31, 20032002, an Opinion of Counsel Counsel, substantially in the form of Exhibit H-2.F.

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, all amendments and supplements hereto and and/or all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ and the Trustee’s Trust's right, title and interest in and to the Trust Receivables and the Trust Assets Collateral Security to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and the Trustee hereunder Trust hereunder. The Servicer shall deliver to all property comprising the Trust and the Trust Assets. The Transferor shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor Seller shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraphSection 13.02(a). (b) The Transferor shall not Within 30 days after the Seller or the Servicer makes any change in its name name, identity or its type corporate structure which would make any financing statement or jurisdiction continuation statement filed in accordance with Section 13.02(a) seriously misleading within the meaning of organization unless it has first (i) made all filings in all relevant jurisdictions under Section 9-506 of the UCC (including as a result of a Designated Affiliate Transfer), the Seller shall give the Trust, the Trustee and other applicable law any Agent notice of any such change and shall file such financing statements or amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust's security interest of the Trustee in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]The Seller and the Servicer will give the Trust, the Trustee and any Agent prompt written notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal executive office and whether, 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 file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Trust's security interest in the Receivables and the proceeds thereof. The Seller and the Servicer will at all times maintain each office from which it services Receivables and its principal executive officer within the United States of America. (d) The Transferor Servicer will deliver to the Trustee Trust, the Trustee, any Agent and any Series Enhancer entitled thereto pursuant to the relevant SupplementEnhancement Provider: (i) upon the execution and delivery of each amendment of this Agreement or any SupplementAgreement, an Opinion of Counsel to the effect specified in Exhibit H-1G-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated included as the Accounts pursuant to Section 2.08(a2.05(a) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as Accounts), an Opinion of Counsel substantially in the form of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation InterestsG-2; and (iii) on or before April 30 March 31 of each year, beginning with April 30March 31, 20032005, an Opinion of Counsel substantially in the form of Exhibit H-2G-2.

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, all amendments and supplements hereto and all financing statements and amendments thereto to financing statements and any other necessary documents covering the Certificateholders’ and the Trustee’s right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and the Trustee hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor Transferors shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph. (b) The Within 30 days after any Transferor shall not makes any change in its name or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under organization, such Transferor shall give the UCC Trustee notice of any such change and other applicable law shall file such financing statements or amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust’s security interest of the Trustee or ownership interest in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]Each Transferor and the Servicer shall give the Trustee prompt notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal executive office and whether, 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 amendments to financing statement or of any new financing statement and shall file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Trust’s security interest in the Receivables and the proceeds thereof. Each Transferor and the Servicer shall at all times maintain each office from which it services Receivables and its principal executive offices within the United States. The Trustee shall give each Transferor and the Servicer prompt notice of any change in the name of the Trustee or any change in the Trustee’s address as shown on any financing statement filed in connection with the transactions contemplated by this Agreement or any Supplement if the address so shown ceases to be an address from which information concerning the Trustee’s (on behalf of the Trust) security interest or ownership interest in the Receivables and the proceeds thereof can be obtained. The Transferors shall file such financing statements or amendments as may be necessary to continue the perfection of the Trust’s security interest or ownership interest in the Receivables and the proceeds thereof. (d) The Transferor will Servicer shall deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement: (i) upon the execution and delivery of each amendment of this Agreement pursuant to Section 13.01 or any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1E-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iiisubsection 2.09(c)(ix) with respect to the inclusion of Automatic Additional Accounts Aggregate Additions to be designated as Accounts, an Opinion of Counsel substantially in the form of Exhibit H-2E-2, and (iii) semiannually, with respect to any New Accounts included as Accounts, an Opinion of Counsel substantially in the form of Exhibit E-2, (iv) on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(asubsection 2.09(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 Exhibits E-1 and E-2 but conformed to the extent appropriate to relate to Participation Interests; and (iiiv) on or before April 30 March 31 of each year, beginning with April 30March 31, 20032016, an Opinion of Counsel substantially in the form of Exhibit H-2E-3; and (vi) in connection with the occurrence of any event contemplated by Section 7.02 or Section 7.05, the Opinions of Counsel and the Tax Opinion specified therein.

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, all amendments and supplements hereto and all financing statements and amendments thereto to financing statements and any other necessary documents covering the Certificateholders’ ' and the Trustee’s 's right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and the Trustee hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor Transferors shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph. (b) The Within 30 days after any Transferor shall not makes any change in its name or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under organization, such Transferor shall give the UCC Trustee notice of any such change and other applicable law shall file such financing statements or amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust's security interest of the Trustee or ownership interest in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]Each Transferor and the Servicer shall give the Trustee prompt notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal executive office and whether, 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 amendments to financing statement or of any new financing statement and shall file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Trust's security interest in the Receivables and the proceeds thereof. Each Transferor and the Servicer shall at all times maintain each office from which it services Receivables and its principal executive offices within the United States. The Trustee shall give each Transferor and the Servicer prompt notice of any change in the name of the Trustee or any change in the Trustee's address as shown on any financing statement filed in connection with the transactions contemplated by this Agreement or any Supplement if the address so shown ceases to be an address from which information concerning the Trustee's (on behalf of the Trust) security interest or ownership interest in the Receivables and the proceeds thereof can be obtained. The Transferors shall file such financing statements or amendments as may be necessary to continue the perfection of the Trust's security interest or ownership interest in the Receivables and the proceeds thereof. (d) The Transferor will Servicer shall deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement: (i) upon the execution and delivery of each amendment of this Agreement pursuant to Section 13.01 or any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1E-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iiisubsection 2.09(c)(ix) with respect to the inclusion of Automatic Additional Accounts Aggregate Additions to be designated as Accounts, an Opinion of Counsel substantially in the form of Exhibit H-2E-2, and (iii) semiannually, with respect to any New Accounts included as Accounts, an Opinion of Counsel substantially in the form of Exhibit E-2, (iv) on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(asubsection 2.09(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 Exhibits E-1 and E-2 but conformed to the extent appropriate to relate to Participation Interests; and (iiiv) on or before April 30 March 31 of each year, beginning with April 30March 31, 20032005, an Opinion of Counsel substantially in the form of Exhibit H-2E-3; and (vi) in connection with the occurrence of any event contemplated by Section 7.02 or Section 7.05, the Opinions of Counsel and the Tax Opinion specified therein.

Protection of Right, Title and Interest to Trust. The ------------------------------------------------ Company (aor the Master Servicer or Servicer Guarantor) The Transferor shall cause this each Pooling and Servicing Agreement, all amendments and supplements hereto and thereto and/or all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ Holders' and the Trustee’s 's right, title and interest to the Trust and the Trust Participation Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and the Trustee hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor Company (or the Master Servicer or Servicer Guarantor) shall deliver to the Trustee file stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. In the event that the Master Servicer fails to file such financing or continuation statements and the Trustee has received an Opinion of Counsel, at the expense of the Company, that such filing is necessary to fully preserve and to protect the Trustee's right, title and interest in any Participation Asset then the Trustee shall have the right to file the same on behalf of the Master Servicer, the Company and the Trustee shall be reimbursed and indemnified by the Company for making such filing. The Transferor Company shall cooperate fully with the Master Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraphSection 10.02. ------------- (a) The death or incapacity of any Holder shall not operate to terminate this Agreement or the Trust, nor shall such death or incapacity entitle such Holder's legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) The Transferor Except with respect to the Investor Certificateholders as expressly provided in any Pooling and Servicing Agreement, no Holder shall not change its name have any right to vote or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under any manner otherwise control the UCC operation and other applicable law as are necessary to continue and maintain the first-priority perfected ownership or security interest management of the Trustee in Trust, or the Trust Assets, and (ii) delivered to obligations of the Trustee, with a copy parties hereto; nor shall any Holder be under any liability to any Series Enhancer, an Opinion third person by reason of Counsel any action taken by the parties to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary this Agreement pursuant to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsany provision hereof. (c) [Reserved]No Holder shall have any right by virtue of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to initiate any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Holder with every other Holder and the Trustee, that no one or more Holder(s) shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of the Pooling and Servicing Agreements to affect, disturb or prejudice the rights of any other of the Interests, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Holders. For the protection and enforcement of the provisions of this Section 10.02, each and ------------- every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. (d) The Transferor will deliver By their acceptance of Interests pursuant to this Agreement and the applicable Supplement, the Holders agree to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement: (i) upon the execution and delivery of each amendment provisions of this Agreement or any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as Accounts, an Opinion of Counsel substantially in the form of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation Interests; and (iii) on or before April 30 of each year, beginning with April 30, 2003, an Opinion of Counsel substantially in the form of Exhibit H-2.10.02. -------------

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, all amendments and supplements hereto and and/or all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ Securityholders and the Trustee’s 's right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and Securityholders or the Trustee Trustee, as the case may be, hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraphsubsection 13.2(a). (b) The Within 30 days after the Transferor makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (a) above materially misleading within the meaning of Section 9-402(7) of the UCC as in effect in the Relevant UCC State, the Transferor shall not give the Trustee written notice of any such change its name and shall file such financing statements or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust's security interest of the Trustee in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]Each of the Transferor and the Servicer will give the Trustee prompt written notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal executive office and whether, 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 file such financing statements or amendments as may be necessary to continue the perfection of the Trust's security interest in the Receivables and the proceeds thereof. Each of the Transferor and the Servicer will at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (d) The Transferor Servicer will deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement: (i) upon the execution and delivery on or before March 31 of each amendment of this Agreement or any Supplementyear, beginning with March 31, 1996, an Opinion of Counsel to Counsel, substantially in the effect specified in form of Exhibit H-1; (ii) on E and upon each Addition Date on which date that any Additional Supplemental Accounts (other than Automatic Additional Accounts) are to be designated as included in the Accounts pursuant to Section 2.08(asubsection 2.6(c) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as Accounts, an Opinion of Counsel substantially in the form of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation Interests; and (iii) on or before April 30 of each year, beginning with April 30, 2003, an Opinion of Counsel substantially in the form of Exhibit H-2.I.

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, all amendments and supplements hereto and and/or all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ Certificateholders and the Trustee’s 's right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and or the Trustee Trustee, as the case may be, hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraphsubsection 13.02(a). (b) The Within 30 days after the Transferor makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (a) above materially misleading within the meaning of Section 9- 506 of the UCC as in effect in the State of Delaware, the Transferor shall not give the Trustee notice of any such change its name and shall file such financing statements or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust's security interest of the Trustee in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]Each of the Transferor and the Servicer will give the Trustee prompt written notice of any change in the jurisdiction in which it is located (as such location is determined pursuant to Section 9-307 of the UCC) and whether, 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 file such financing statements or amendments as may be necessary to continue the perfection of the Trust's security interest in the Receivables and the proceeds thereof. Each of the Transferor and the Servicer will at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (d) The Transferor will deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant SupplementTrustee: (i) upon the execution and delivery of each amendment of this Agreement or any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which date that any Additional Accounts (other than Automatic Additional Accounts) are to be designated as included in the Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as Accounts2.06, an Opinion of Counsel substantially in the form of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation InterestsE; and (iiiii) on or before April 30 March 31 of each year, beginning with April 30March 31, 20031992, an Opinion of Counsel Counsel, substantially in the form of Exhibit H-2.F.

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, any Supplement, all amendments and supplements hereto and and/or all financing statements, amendments and continuation statements and amendments thereto and any other necessary documents covering the Certificateholders’ and the Trustee’s right, title and interest to of the Trust and in the Trust Assets property conveyed hereunder to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and the Trustee hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Each Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraphsubsection 13.02(a). (b) The Within 30 days after either Transferor makes any change in its name, identity or corporate structure which would make any financing statement, amendment or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-402(7) of the UCC as in effect in the Relevant UCC State, such Transferor shall not give the Trustee notice of any such change its name and shall file such financing statements or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law amendments as are may be necessary to continue and maintain the first-priority perfected ownership or security interest perfection of the Trustee Trust's interest in the Trust Assets, and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproperty conveyed hereunder. (c) [Reserved]The Transferors and the Servicer will give the Trustee prompt written notice of any relocation of any office from which the Servicer services Receivables or keeps records concerning the Receivables or of its principal executive office and whether, 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 file such financing statements, continuation statements or amendments as may be necessary to continue the perfection of the Trust's security interest in the Receivables and the proceeds thereof notwithstanding any relocation of any office from which the Servicer services Receivables or keeps records concerning the Receivables or of its principal executive office. The Servicer will at all times maintain each office from which it services Receivables, and the Transferors and the Servicer will at all times maintain their respective principal executive offices within the United States of America. (d) The Transferor Servicer will deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant SupplementTrustee: (i) upon the execution and delivery of each amendment of this Agreement or any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which date that any Additional Accounts (other than Automatic Additional Accounts) are to be designated as included in the Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as Accounts2.06 hereof, an Opinion of Counsel substantially in the form of Part One of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation InterestsG; and (iiiii) on or before April 30 March 1 of each year, beginning with April 30, 2003, 1993 an Opinion of Counsel Counsel, dated as of a date within 90 days of such day, substantially in the form of Exhibit H-2.H.

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, all amendments and supplements hereto and all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ ' and the Trustee’s 's right, title and interest in and to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect fully the right, title and interest of the Certificateholders and the Trustee hereunder in and to all property comprising the Trust and the Trust AssetsTrust. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any each document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully Pooling and Servicing Agreement with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraphSection 13.02(a). (b) The Within 45 days after the Transferor makes any change in its name, identity or legal structure which would make any financing statement or continuation statement filed in accordance with the terms of this Agreement seriously misleading within the meaning of Section 9-402(7) (or any comparable provision) of the UCC as in effect in the State of New York or in the jurisdiction the law of which governs the perfection of the interest in the Trust Assets created hereunder, the Transferor shall not give the Trustee written notice of such change its name and shall file such financing statements or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law amendments as are may be necessary to continue and maintain the first-priority perfected ownership or security interest perfection of the Trustee Trust's interest in the Trust Assets, Assets and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof contemplated by Section 2.01. (c) [Reserved]. (d) The Transferor and the Servicer will deliver to give the Trustee prompt written notice of any relocation of the office from which it services Receivables or keeps records concerning the Receivables or of its principal executive office and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any Series Enhancer entitled thereto pursuant to the relevant Supplement: (i) upon the execution and delivery of each amendment of this Agreement any previously filed financing or continuation statement or of any Supplement, an Opinion new financing statement and shall file such financing statements or amendments as may be necessary to perfect or to continue the perfection of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as Accounts, an Opinion of Counsel substantially Trust's interest in the form Receivables and the other Trust Assets and the proceeds thereof contemplated by Section 2.01. The Transferor and the Servicer will at all times maintain each office from which it services Receivables and its principal executive offices within the United States of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation Interests; and (iii) on or before April 30 of each year, beginning with April 30, 2003, an Opinion of Counsel substantially in the form of Exhibit H-2America.

Protection of Right, Title and Interest to Trust. (a) The Transferor shall cause this Agreement, all amendments and supplements hereto and all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ Indenture Trustee’s and the Owner Trustee’s right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders Indenture Trustee, Noteholders and the Owner Trustee hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor shall deliver to the Owner Trustee file and Indenture Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor Servicer shall cooperate fully with the Servicer Transferor in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph. (b) The Within 30 days after any Transferor shall not makes any change in its name or its type name, identity, corporate structure or jurisdiction of organization unless it has first which would make any financing statement or any amendment or continuation to any financing statement filed in accordance with paragraph (ia) made all filings in all relevant jurisdictions under seriously misleading within the UCC meaning of Section 9-506 (or any comparable provision) of the UCC, such Transferor shall give the Owner Trustee and other applicable law the Indenture Trustee notice of any such change and shall, within 90 days of such change or such earlier time as are prescribed by law, file such financing statements or amendments as may be necessary to continue the perfection of the Owner Trustee’s and maintain the first-priority perfected ownership or Trust’s security interest of the Trustee or ownership interest in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]Each Transferor shall give the Owner Trustee and the Indenture Trustee prompt notice of any relocation of its chief executive office or any change in the jurisdiction of its organization and whether, as a result of such relocation or change, 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 file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Owner Trustee’s and the Trust’s security interest in the Receivables and the proceeds thereof. Each Transferor shall at all times maintain its chief executive offices within the United States and shall at all times be organized under the laws of a jurisdiction located within the United States. (d) The Transferor will shall deliver to the Owner Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement: Indenture Trustee (i) upon the execution and delivery of each amendment of this Agreement or any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iiisubsection 2.09(c)(ix) with respect to the inclusion of Automatic Additional Accounts Aggregate Additions to be designated as Accounts, an Opinion of Counsel substantially in the form of Exhibit H-2D-1; (ii) on each date specified in subsection 2.09(e)(vii), and with respect to any Automatic Additional Accounts included as Accounts, an Opinion of Counsel substantially in the form of Exhibit D-1; (iii) on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(asubsection 2.09(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 Exhibits D-1 but conformed to the extent appropriate to relate to Participation Interests; and (iiiiv) on or before April 30 of each year, beginning with April 30, 2003, an Opinion of Counsel substantially in the form of Exhibit H-2D-2.

Protection of Right, Title and Interest to Trust. (a) The Transferor shall cause this Agreement, all amendments and supplements hereto and and/or all financing statements, and continuation statements and other amendments thereto thereto, and any other necessary documents covering the Certificateholders’ Securityholders and the Trustee’s right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and Securityholders or the Trustee Trustee, as the case may be, hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraphsubsection 13.2(a). (b) The Transferor shall not change its name or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assets, and (ii) without previously having delivered to the Trustee, with a copy to any Series Enhancer, Trustee an Opinion of Counsel to the effect that all necessary actions have been taken, and all filings have been made under the UCC in all relevant jurisdictions made, as are necessary to continue and maintain the first-first priority perfected ownership or security interest of the Trustee in the Trust AssetsReceivables. (c) [Reserved]The Transferor and the Servicer each shall give the other and the Trustee prompt notice of any relocation of its chief executive office or any change in the jurisdiction under whose laws it is organized. The Transferor and the Servicer each shall at all times maintain its chief executive office within the United States and shall at all times be organized under the laws of the United States or a jurisdiction located within the United States. (d) The Transferor will deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement: (i) upon the execution and delivery on or before March 31 of each amendment of this Agreement or any Supplementyear, beginning with March 31, 2006, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as AccountsCounsel, an Opinion of Counsel substantially in the form of Exhibit H-2, E and on upon each Addition Date on which date that any Participation Interests Supplemental Accounts are to be included in the Trust Accounts pursuant to Section 2.08(asubsection 2.6(c) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation Interests; and (iii) on or before April 30 of each yearCounsel, beginning with April 30, 2003, an Opinion of Counsel substantially in the form of Exhibit H-2.I.

Protection of Right, Title and Interest to Trust. (a) The Transferor Transferors shall cause this Agreement, all amendments and supplements hereto and and/or all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ ' and the Trustee’s 's right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and the Trustee hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor Transferors shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor Transferors shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph. (b) The No Transferor shall not change its name name, or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law as are necessary to continue and maintain the first-priority perfected ownership or or, security interest of the Trustee in the Trust AssetsReceivables, the proceeds thereof, and the other property conveyed to the Trustee hereunder, and (ii) delivered to the Trustee, with a copy to any Series Enhancer, Servicer and the Trustee an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust AssetsReceivables, the proceeds thereof, and the other property conveyed to the Trustee hereunder. (c) [Reserved]Each Transferor and the Servicer will at all times maintain records concerning the Receivables and its principal executive offices within the United States; provided, however, that each Transferor and the Servicer may maintain offices outside the United States that engage in servicing activities with respect to the Receivables, so long as the information necessary to perfect or to continue the perfection of the Trustee's security interest in the Receivables and proceeds thereof, including the account number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account, is also maintained in its servicing records located in the United States. (d) The Transferor Transferors will deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement: : (i) upon the execution and delivery of each amendment of this Agreement or any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a2.08 (a) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as Accounts, an Opinion of Counsel substantially in the form of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation Interests; and (iiiiv) on or before April 30 March 31 of each year, beginning with April 30March 31, 20031994, an Opinion of Counsel substantially in the form of Exhibit H-2H-3.

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, all amendments and supplements hereto and and/or all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ Certificateholders and the Trustee’s 's right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and or the Trustee Trustee, as the case may be, hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraphsubsection 13.2(a). (b) The Within 30 days after the Transferor makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (a) above materially misleading within the meaning of Section 9-402(7) of the UCC as in effect in the Relevant UCC State, the Transferor shall not give the Trustee written notice of any such change its name and shall file such financing statements or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust's security interest of the Trustee in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]Each of the Transferor and the Servicer will give the Trustee prompt written notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal executive office and whether, 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 file such financing statements or amendments as may be necessary to continue the perfection of the Trust's security interest in the Receivables and the proceeds thereof. Each of the Transferor and the Servicer will at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (d) The Transferor Servicer will deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement: (i) upon the execution and delivery on or before March 31 of each amendment of this Agreement or any Supplementyear, beginning with March 31, 1997, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as AccountsCounsel, an Opinion of Counsel substantially in the form of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation Interests; and (iii) on or before April 30 of each year, beginning with April 30, 2003, an Opinion of Counsel substantially in the form of Exhibit H-2E-1.

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, all amendments and supplements hereto and all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ Securityholders' and the Trustee’s 's right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders Securityholders and the Trustee hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph. (b) The Within 30 days after the Transferor makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (a) seriously misleading within the meaning of Section 9-402(7) (or any comparable provision) of the UCC, such Transferor shall not give the Trustee notice of any such change its name and shall file such financing statements or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust's security interest of the Trustee or ownership interest in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]The Transferor and the Servicer shall give the Trustee prompt notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal executive office and whether, 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 file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Trust's security interest in the Receivables and the proceeds thereof. The Transferor and the Servicer shall at all times maintain each office from which it services Receivables and its principal executive offices within the United States. (d) The Transferor will Servicer shall deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement: (i) upon the execution and delivery of each amendment of this Agreement or any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1E-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iiisubsection 2.9(c)(ix) with respect to the inclusion of Automatic Additional Accounts Aggregate Additions to be designated as Accounts, an Opinion of Counsel substantially in the form of Exhibit H-2E-2, and (iii) semiannually, with respect to any New Accounts included as Accounts, an Opinion of Counsel substantially in the form of Exhibit E-2, (iv) on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(asubsection 2.9(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 Exhibits E-1 and E-2 but conformed to the extent appropriate to relate to Participation Interests; and (iiiv) on or before April 30 March 31 of each year, beginning with April 30March 31, 20031998, an Opinion of Counsel substantially in the form of Exhibit H-2E-3.

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, all amendments and supplements hereto and all financing statements and amendments thereto to financing statements and any other necessary documents covering the Certificateholders’ and the Trustee’s right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and the Trustee hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor Transferors shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph. (b) The Within 30 days after any Transferor shall not makes any change in its name or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under organization, such Transferor shall give the UCC Trustee notice of any such change and other applicable law shall file such financing statements or amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust’s security interest of the Trustee or ownership interest in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]Each Transferor and the Servicer shall give the Trustee prompt notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal executive office and whether, 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 amendments to financing statement or of any new financing statement and shall file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Trust’s security interest in the Receivables and the proceeds thereof. Each Transferor and the Servicer shall at all times maintain each office from which it services Receivables and its principal executive offices within the United States. The Trustee shall give each Transferor and the Servicer prompt notice of any change in the name of the Trustee or any change in the Trustee’s address as shown on any financing statement filed in connection with the transactions contemplated by this Agreement or any Supplement if the address so shown ceases to be an address from which information concerning the Trustee’s (on behalf of the Trust) security interest or ownership interest in the Receivables and the proceeds thereof can be obtained. The Transferors shall file such financing statements or amendments as may be necessary to continue the perfection of the Trust’s security interest or ownership interest in the Receivables and the proceeds thereof. (d) The Transferor will Servicer shall deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement: (i) upon the execution and delivery of each amendment of this Agreement pursuant to Section 13.01 or any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1E-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iiisubsection 2.09(c)(ix) with respect to the inclusion of Automatic Additional Accounts Aggregate Additions to be designated as Accounts, an Opinion of Counsel substantially in the form of Exhibit H-2E-2, and (iii) semiannually, with respect to any New Accounts included as Accounts, an Opinion of Counsel substantially in the form of Exhibit E-2, (iv) on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(asubsection 2.09(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 Exhibits E-1 and E-2 but conformed to the extent appropriate to relate to Participation Interests; and (iiiv) on or before April 30 March 31 of each year, beginning with April 30March 31, 20032017, an Opinion of Counsel substantially in the form of Exhibit H-2E-3; and (vi) in connection with the occurrence of any event contemplated by Section 7.02 or Section 7.05, the Opinions of Counsel and the Tax Opinion specified therein.

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, all amendments and supplements hereto and and/or all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ Certificateholders and the Trustee’s 's right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and or the Trustee Trustee, as the case may be, hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraphsubsection 13.2(a). (b) The Within 30 days after the Transferor makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (a) above materially misleading within the meaning of Section 9- 402(7) of the UCC as in effect in the Relevant UCC State, the Transferor shall not give the Trustee written notice of any such change its name and shall file such financing statements or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust's security interest of the Trustee in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]Each of the Transferor and the Servicer will give the Trustee prompt written notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal executive office and whether, 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 file such financing statements or amendments as may be necessary to continue the perfection of the Trust's security interest in the Receivables and the proceeds thereof. Each of the Transferor and the Servicer will at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (d) The Transferor Servicer will deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement: (i) upon the execution and delivery on or before March 31 of each amendment of this Agreement or any Supplementyear, beginning with March 31, 1995, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as AccountsCounsel, an Opinion of Counsel substantially in the form of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation Interests; and (iii) on or before April 30 of each year, beginning with April 30, 2003, an Opinion of Counsel substantially in the form of Exhibit H-2.E.

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, all amendments and supplements hereto and and/or all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ Certificateholders and the Trustee’s right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and or the Trustee Trustee, as the case may be, hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraphsubsection 13.02(a). (b) The Within 30 days after the Transferor makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with subsection 13.02(a) above materially misleading within the meaning of Section 9-506 of the UCC as in effect in the State of Delaware, the Transferor shall not give the Trustee notice of any such change its name and shall file such financing statements or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust’s security interest of the Trustee in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]Each of the Transferor and the Servicer will give the Trustee prompt written notice of any change in the jurisdiction in which it is located (as such location is determined pursuant to Section 9-307 of the UCC), provided, that, 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. If so required, each of the Transferor and the Servicer shall file such financing statements or amendments as may be necessary to continue the perfection of the Trust’s security interest in the Receivables and the proceeds thereof. (d) The Transferor will deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant SupplementTrustee: (i) upon the execution and delivery of each amendment of this Agreement or any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which date that any Additional Accounts (other than Automatic Additional Accounts) are to be designated as included in the Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as Accounts2.06, an Opinion of Counsel substantially in the form of Exhibit H-2, E; and (ii) on or before March 31 of each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b)year, an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation Interests; and (iii) on or before April 30 of each yearCounsel, beginning with April 30, 2003, an Opinion of Counsel substantially in the form of Exhibit H-2.F.

Protection of Right, Title and Interest to Trust. (a) The Transferor Master Servicer shall cause this Agreement, all amendments and supplements hereto and all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ Certificateholders and the Trustee’s 's right, title and interest to the Trust and the Trust Assets Receivables to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and the Trustee hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor Master Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor Sellers shall cooperate fully with the Master Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraphSection 13.02(a). The Trustee shall not bear responsibility for filing status. (b) The Transferor shall not Within fifteen days after any Seller makes any change in its name name, identity or its type corporate structure which would make any financing statement or jurisdiction continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of organization unless it has first (iSection 9-402(7) made all filings in all relevant jurisdictions under of the UCC as in effect in the Applicable State with respect to such Seller, such Seller shall give the Trustee notice of any such change and other applicable law shall file such financing statements or amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust's security interest of the Trustee in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]Each of the Sellers, the Master Servicer and each Servicer will give the Trustee prompt written notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal executive office and whether, 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 file any such financing statements or amendments as may be necessary to continue the perfection of the Trust's security interest in the Receivables and the proceeds thereof. Each of the Sellers, the Master Servicer and each Servicer will at all times maintain its principal executive office within the United States of America. (d) The Transferor Master Servicer will deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement: (i) upon the execution and delivery of each amendment of this Agreement or any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as Accounts, an Opinion of Counsel substantially in the form of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation Interests; and (iii) on or before April 30 of each yearyear beginning in April, beginning with April 30, 2003, 1994 an Opinion opinion of Counsel counsel containing substantially the provisions set forth in Exhibit I hereto. A copy of such opinion of counsel shall also be sent to the form of Exhibit H-2Rating Agencies.

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, any Supplement, all amendments and supplements hereto and and/or all financing statements, amendments and continuation statements and amendments thereto and any other necessary documents covering the Certificateholders’ and the Trustee’s right, title and interest to of the Trust and in the Trust Assets property conveyed hereunder to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and the Trustee hereunder to all property comprising the Trust Property and to maintain the perfection and priority of the security interest of the Trustee in the Receivables and the Trust Assetsproceeds thereof. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraphSection 13.2. (b) The Transferor shall not change its name or its type name, identity, organizational structure or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assets, Receivables and the other property conveyed to the Trustee hereunder and (ii) delivered to the TrusteeServicer, with a copy to any Series Enhancer, the Trustee and each Rating Agency an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust AssetsReceivables conveyed to the Trustee hereunder and the proceeds thereof. (c) [Reserved]The Servicer will at all times maintain each office from which it services Receivables within the United States. (d) The Transferor will deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplementeach Rating Agency: (i) upon the execution and delivery of each amendment of this Agreement or any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which date that any Additional Accounts (other than Automatic Additional Accounts) are to be designated as included in the Accounts pursuant to Section 2.08(a) or 2.6 (b) and on each date specified in other than Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as Accounts2.6(d)), an Opinion of Counsel substantially in the form of Part One of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation InterestsH; and (iiiii) on or before April June 30 of each year, beginning with April June 30, 20032002, an Opinion of Counsel Counsel, dated as of a date within 90 days of such day, substantially in the form of Exhibit H-2.I.

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, all amendments and supplements hereto and and/or all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ Holders' and the Trustee’s 's right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered registered, and filed, and at all times to be kept recorded, registered registered, and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and and, interest of the Certificateholders and Holders or Trustee, as the Trustee case may be, hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraphsubsection 13.2(a). (b) The Within 30 days after Transferor makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with subsection (a) seriously misleading within the meaning of Section 9-402(7) of the UCC as in effect in the State of Louisiana, Transferor shall not give Trustee notice of any such change its name and shall file such financing statements or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust's security interest of the Trustee in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]Each of Transferor and Servicer will give Trustee prompt written notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal executive office and whether, 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 file such financing statements or amendments as may be necessary to continue the perfection of the Trust's security interest in the Receivables and the proceeds thereof. Each of Transferor and Servicer will at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (d) The Transferor Servicer will deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant SupplementTrustee: (i) upon the execution and delivery of each amendment of this Agreement or any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which date that any Additional Accounts (other than Automatic Additional Accounts) are to be designated as included in the Accounts pursuant to Section 2.08(asubsection 2.6(a) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as Accounts), an Opinion of Counsel substantially in the form of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation InterestsE; and (iiiii) on or before April 30 March 31 of each year, beginning with April 30March 31, 20031998, an Opinion of Counsel Counsel, substantially in the form of Exhibit H-2F. (e) Upon not less than 5 Business Days' written notice from Transferor to Trustee and Servicer that Transferor wishes to dispose of any receivables arising from any of its VISA, MasterCard, Private Label or other revolving credit accounts which are not Accounts but which are included in the Bank Portfolio, Trustee shall execute and deliver such instruments of release, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by Transferor to release of record any purported right, title or interest of the Trust in and to such receivables, all monies due or to become due with respect to such receivables and all proceeds of such receivables; provided that Transferor shall deliver to Trustee and Servicer a certificate dated the date of such release, certifying that no property described in such release constitutes Trust Assets.

Protection of Right, Title and Interest to Trust. (a) The Transferor shall cause this Agreement, all amendments and supplements hereto and all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ Indenture Trustee's and the Trustee’s Trust's right, title and interest to the Trust and the Trust Assets Receivables to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of 50 the Certificateholders Indenture Trustee, Noteholders and the Trustee Trust hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor shall deliver to the Owner Trustee file and Indenture Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor Servicer shall cooperate fully with the Servicer Transferor in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph. (b) The Within 30 days after any Transferor shall not makes any change in its name or its type name, identity, corporate structure or jurisdiction of organization unless it has first which would make any financing statement or amendment to any financing statement filed in accordance with paragraph (ia) made all filings in all relevant jurisdictions under seriously misleading within the UCC meaning of Section 9-506 (or any comparable provision) of the UCC, such Transferor shall give the Owner Trustee and other applicable law the Indenture Trustee notice of any such change and shall, within 90 days of such change or such earlier time as are prescribed by law, file such financing statements or amendments as may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust's security interest of the Trustee or ownership interest in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]Each Transferor shall give the Owner Trustee and the Indenture Trustee prompt notice of any relocation of its chief executive office or any change in the jurisdiction of its organization and whether, as a result of such relocation or change, 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 file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Trust's security interest in the Receivables and the proceeds thereof. Each Transferor shall at all times maintain its chief executive offices within the United States and shall at all times be organized under the laws of a jurisdiction located within the United States. (d) The Transferor will shall deliver to the Owner Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement: Indenture Trustee (i) upon the execution and delivery of each amendment of this Agreement or any SupplementAgreement, an Opinion of Counsel to the effect specified in Exhibit H-1D-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iiisubsection 2.09(c)(ix) with respect to the inclusion of Automatic Additional Accounts Aggregate Additions to be designated as Accounts, an Opinion of Counsel substantially in the form of Exhibit H-2D-2, and (iii) on each date specified in subsection 2.09(e)(vii), with respect to any Automatic Additional Accounts included as Accounts, an Opinion of Counsel substantially in the form of Exhibit D-2, (iv) on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(asubsection 2.09(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 Exhibits D-1 and D-2 but conformed to the extent appropriate to relate to Participation Interests; and (iiiv) on or before April 30 of each year, beginning with April 30, 20032004, an Opinion of Counsel substantially in the form of Exhibit H-2D-3.

Protection of Right, Title and Interest to Trust. (a) The Transferor shall cause this Agreement, all amendments and supplements hereto and all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ Indenture Trustee's and the Owner Trustee’s 's right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders Indenture Trustee, Noteholders and the Owner Trustee hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor shall deliver to the Owner Trustee file and Indenture Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor Servicer shall cooperate fully with the Servicer Transferor in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph. (b) The Within 30 days after any Transferor makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (a) seriously misleading within the meaning of Section 9-402(7) (or any comparable provision) of the UCC, such Transferor shall not give the Owner Trustee and the Indenture Trustee notice of any such change its name and shall file such financing statements or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law amendments as are may be necessary to continue the perfection of the Owner Trustee's and maintain the first-priority perfected ownership or Trust's security interest of the Trustee or ownership interest in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]Each Transferor shall give the Owner Trustee and the Indenture Trustee prompt notice of any relocation of its chief executive office or any change in the jurisdiction of its organization and whether, as a result of such relocation or change, 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 file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Owner Trustee's and the Trust's security interest in the Receivables and the proceeds thereof. Each Transferor shall at all times maintain its chief executive offices within the United States and shall at all times be organized under the laws of a jurisdiction located within the United States. (d) The Transferor will shall deliver to the Owner Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement: Indenture Trustee (i) upon the execution and delivery of each amendment of this Agreement or any SupplementAgreement, an Opinion of Counsel to the effect specified in Exhibit H-1D-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a) or (b) and on ----------- each date specified in Section 2.08(c)(iiisubsection 2.09(c)(ix) with respect to the inclusion of Automatic Additional Accounts Aggregate Additions to be designated as Accounts, an Opinion of Counsel substantially in the form of Exhibit H-2D-2, and (iii) on each date specified in subsection ----------- 2.09(e)(vii), with respect to any New Accounts included as Accounts, an Opinion of Counsel substantially in the form of Exhibit D-2, (iv) on each Addition Date ----------- on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(asubsection 2.09(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 Exhibits D-1 and D-2 but conformed to the extent ------------ --- appropriate to relate to Participation Interests; and (iiiv) on or before April 30 of each year, beginning with April 30, 20032001, an Opinion of Counsel substantially in the form of Exhibit H-2.D-3. -----------

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, all amendments and supplements hereto and and/or all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ Certificateholders and the Trustee’s right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and or the Trustee Trustee, as the case may be, hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraphsubsection 13.02(a). (b) The Within 30 days after the Transferor makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (a) above materially misleading within the meaning of Section 9-506 of the UCC as in effect in the State of Delaware, the Transferor shall not give the Trustee notice of any such change its name and shall file such financing statements or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust’s security interest of the Trustee in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]Each of the Transferor and the Servicer will give the Trustee prompt written notice of any change in the jurisdiction in which it is located (as such location is determined pursuant to Section 9-307 of the UCC), provided, that, 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. If so required, each of the Transferor and the Servicer shall file such financing statements or amendments as may be necessary to continue the perfection of the Trust’s security interest in the Receivables and the proceeds thereof. (d) The Transferor will deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant SupplementTrustee: (i) upon the execution and delivery of each amendment of this Agreement or any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which date that any Additional Accounts (other than Automatic Additional Accounts) are to be designated as included in the Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as Accounts2.06, an Opinion of Counsel substantially in the form of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation InterestsE; and (iiiii) on or before April 30 March 31 of each year, beginning with April 30March 31, 20031992, an Opinion of Counsel Counsel, substantially in the form of Exhibit H-2.F.

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, all amendments and supplements hereto and and/or all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ , and the Trustee’s 's right, title and interest to in the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and the Trustee hereunder to all property comprising compromising the Trust and the Trust AssetsTrust. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor Depositor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph. (b) The Transferor Within 30 days after the Depositor makes any change in its name, identity, or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (a) seriously misleading within the meaning of Section 9-402(7) (or any comparable provision) of the UCC, the Depositor shall not give the Trustee notice of any such change its name and shall file such financing statements or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust's security interest of the Trustee in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]The Depositor and the Servicer will give the Trustee prompt notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal executive office and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously file financing or continuation statement or of any new financing statement and shall file such financing statements or amendments as may be necessary to perfector to continue the perfection of the Trust's security interest in the Receivables and the proceeds thereof. The Depositor and the Servicer will at all times maintain each office from which it services Receivables and its principal executive offices within the United States. (d) The Transferor Servicer will deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement: (i) upon the execution and had delivery of each amendment of this Agreement or any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as Accounts, an Opinion of Counsel substantially in the form of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation Interests; and (iii) on or before April 30 of each year, beginning with April 30, 2003, an Opinion of Counsel substantially in the form of Exhibit H-2.

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, all amendments and supplements hereto and all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ ' and the Trustee’s 's right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and the Trustee hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph. (b) The Within 30 days after any Transferor makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (a) seriously misleading within the meaning of Section 9-402(7) (or any comparable provision) of the UCC, such Transferor shall not give the Trustee notice of any such change its name and shall file such financing statements or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust's security interest of the Trustee in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]Each Transferor and the Servicer will give the Trustee prompt notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal executive office and whether, 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 file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Trust's security interest in the Receivables and the proceeds thereof. Each Transferor and the Servicer will at all times maintain each office from which it services Receivables and its principal executive offices within the United States. (d) The Transferor Servicer will deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant SupplementTrustee: (i) upon the execution and delivery of each amendment of this Agreement or any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1G-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(asubsections 2.09(a) or (b) and on each date specified in Section 2.08(c)(iiisubsection 2.09(d)(iii) with respect to the inclusion designation of Automatic Additional Accounts as Accounts, an Opinion of Counsel substantially in the form of Exhibit H-2G-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(asubsections 2.09(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 G-2 but conformed to the extent appropriate to relate to Participation Interests; and (iii) on or before April 30 March 31, of each year, beginning with April 30March 31, 20031999, an Opinion of Counsel substantially in the form of Exhibit H-2G-2.

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, all amendments and supplements hereto and and/or all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ Certificateholders and the Trustee’s 's right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and or the Trustee Trustee, as the case may be, hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraphsubsection 13.2(a). (b) The Within 30 days after the Transferor makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (a) above materially misleading within the meaning of Section 9-402(7) of the UCC as in effect in the Relevant UCC State, the Transferor shall not give the Trustee written notice of any such change its name and shall file such financing statements or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust's security interest of the Trustee in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]Each of the Transferor and the Servicer will give the Trustee prompt written notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal executive office and whether, 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 file such financing statements or amendments as may be necessary to continue the perfection of the Trust's security interest in the Receivables and the proceeds thereof. Each of the Transferor and the Servicer will at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (d) The Transferor Servicer will deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement: (i) upon the execution and delivery on or before March 31 of each amendment of this Agreement or any Supplementyear, beginning with March 31, 1997, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as AccountsCounsel, an Opinion of Counsel substantially in the form of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation Interests; and (iii) on or before April 30 of each year, beginning with April 30, 2003, an Opinion of Counsel substantially in the form of Exhibit H-2.E.

Protection of Right, Title and Interest to Trust. (a) The Transferor shall cause this Agreement, all amendments and supplements hereto and all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ Indenture Trustee’s and the TrusteeTrust’s right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders Indenture Trustee, Noteholders and the Trustee Trust hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor shall deliver to the Owner Trustee file and Indenture Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph. (b) The Within thirty (30) days after any Transferor makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (a) seriously misleading within the meaning of Section 9-402(7) (or any comparable provision) of the UCC, such Transferor shall not give the Owner Trustee and the Indenture Trustee written notice of any such change its name and shall file such financing statements or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust’s security interest of the Trustee or ownership interest in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]Each Transferor shall give the Owner Trustee and the Indenture Trustee prompt notice of any relocation of its chief executive office or any change in the jurisdiction under whose laws it is organized and whether, as a result of such relocation or change, 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 file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Trust’s security interest in the Receivables and the proceeds thereof. Each Transferor shall at all times maintain its chief executive offices within the United States and shall at all times be organized under the laws of a jurisdiction located within the United States. (d) The Transferor will shall deliver to the Owner Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement: Indenture Trustee (i) upon the execution and delivery of each amendment of this Agreement or any SupplementAgreement, an Opinion of Counsel to the effect specified in Exhibit H-1D-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iii) quarterly, with respect to the inclusion of Automatic Additional Accounts as Accounts, an Opinion of Counsel substantially in the form of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (bsubsection 2.09(a), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 Exhibits D-1 and D-2 but conformed to the extent appropriate to relate to Additional Accounts and Participation Interests; and (iii) on or before April 30 of each year, beginning with April 30, 20032002, an Opinion of Counsel substantially in the form of Exhibit H-2D-3.

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, all amendments and supplements hereto and all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ and the Trustee’s right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and the Trustee hereunder to all property comprising the Trust and the Trust Assets. The Transferor shall deliver to the Trustee file stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph.the (b) The Within thirty (30) days after any Transferor makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (a) seriously misleading within the meaning of Section 9-402(7) (or any comparable provision) of the UCC, such Transferor shall not give the Owner Trustee and the Indenture Trustee notice of any such change its name and shall file such financing statements or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust's security interest of the Trustee or ownership interest in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]Each Transferor shall give the Owner Trustee and the Indenture Trustee prompt notice of any relocation of its chief principal executive office or any change in the jurisdiction under whose laws it is organized and whether, as a result of such relocation or change, 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 file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Trust's security interest in the Receivables and the proceeds thereof. Each Transferor shall at all times maintain its chief principal executive offices within the United States and shall at all times be organized under the laws of a jurisdiction located within the United States. (d) The Transferor will shall deliver to the Owner Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement: Indenture Trustee (i) upon the execution and delivery of each amendment of this Agreement or any SupplementAgreement, an Opinion of Counsel to the effect specified in Exhibit H-1D-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iiisubsection 2.09(c)(viii) with respect to the inclusion of Automatic Additional Accounts Aggregate Additions to be designated as Accounts, an Opinion of Counsel substantially in the form of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation InterestsD-2; and (iii) on or before April June 30 of each year, beginning with April June 30, 20032001, an Opinion of Counsel substantially in the form of Exhibit H-2D-3.

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, all amendments and supplements hereto and and/or all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ Certificateholders and the Trustee’s 's right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and or the Trustee Trustee, as the case may be, hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor Servicer shall deliver to the Trustee file file- stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraphsubsection 13.2(a). (b) The Within 30 days after the Transferor makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (a) above materially misleading within the meaning of Section 9-402(7) of the UCC as in effect in the Relevant UCC State, the Transferor shall not give the Trustee written notice of any such change its name and shall file such financing statements or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust's security interest of the Trustee in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]Each of the Transferor and the Servicer will give the Trustee prompt written notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal executive office and whether, 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 file such financing statements or amendments as may be necessary to continue the perfection of the Trust's security interest in the Receivables and the proceeds thereof. Each of the Transferor and the Servicer will at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (d) The Transferor Servicer will deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement: (i) upon the execution and delivery on or before March 31 of each amendment of this Agreement or any Supplementyear, beginning with March 31, 1997, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as AccountsCounsel, an Opinion of Counsel substantially in the form of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation Interests; and (iii) on or before April 30 of each year, beginning with April 30, 2003, an Opinion of Counsel substantially in the form of Exhibit H-2E-1.

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, all amendments and supplements hereto and and/or all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ Certificateholders and the Trustee’s 's right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and or the Trustee Trustee, as the case may be, hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraphsubsection 13.2(a). (b) The Within 30 days after the Transferor makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (a) above materially misleading within the meaning of Section 9-402(7) of the UCC as in effect in the Relevant UCC State, the Transferor shall not give the Trustee written notice of any such change its name and shall file such financing statements or its type amendments as may be necessary or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law as are necessary advisable to continue and maintain the first-priority perfected ownership or perfection of the Trust's security interest of the Trustee in the Trust Assets, Contracts and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to related Receivables and the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]Each of the Transferor and the Servicer will give the Trustee prompt written notice of any relocation of any office from which it services Contracts or the related Receivables or keeps records concerning the Contracts or the related Receivables or of its principal executive office and whether, as a result of such relocation, the applicable provisions of the UCC would require or make advisable the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall file such financing statements or amendments as may be necessary to continue the perfection of the Trust's security interest in the Contracts and the related Receivables and the proceeds thereof. Each of the Transferor and the Servicer will at all times maintain each office from which it services Contracts or the related Receivables and its principal executive office within the United States of America, provided, that neither the Transferor nor the Servicer shall relocate its principal executive office to within the jurisdiction of the Court of Appeals of the United States for the 10th Circuit unless the Rating Agency Condition shall have been satisfied with respect thereto. (d) The Transferor Servicer will deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement: (i) upon the execution and delivery on or before March 31 of each amendment of this Agreement or any Supplementyear, beginning with March 31, 1998, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as AccountsCounsel, an Opinion of Counsel substantially in the form of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation Interests; and (iii) on or before April 30 of each year, beginning with April 30, 2003, an Opinion of Counsel substantially in the form of Exhibit H-2.E.

Protection of Right, Title and Interest to Trust. (a) The Transferor shall cause this Agreement, all amendments and supplements hereto and all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ Indenture Trustee's and the Trustee’s Trust's right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders Indenture Trustee, Noteholders and the Trustee Trust hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor shall deliver to the Owner Trustee file and Indenture Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph. (b) The Within thirty (30) days after any Transferor makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (a) seriously misleading within the meaning of Section 9-402(7) (or any comparable provision) of the UCC, such Transferor shall not give the Owner Trustee and the Indenture Trustee notice of any such change its name and shall file such financing statements or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust's security interest of the Trustee or ownership interest in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]Each Transferor shall give the Owner Trustee and the Indenture Trustee prompt notice of any relocation of its chief principal executive office or any change in the jurisdiction under whose laws it is organized and whether, as a result of such relocation or change, 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 file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Trust's security interest in the Receivables and the proceeds thereof. Each Transferor shall at all times maintain its chief principal executive offices within the United States and shall at all times be organized under the laws of a jurisdiction located within the United States. (d) The Transferor will shall deliver to the Owner Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement: Indenture Trustee (i) upon the execution and delivery of each amendment of this Agreement or any SupplementAgreement, an Opinion of Counsel to the effect specified in Exhibit H-1D-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iiisubsection 2.09(c)(ix) with respect to the inclusion of Automatic Additional Accounts Aggregate Additions to be designated as Accounts, an Opinion of Counsel substantially in the form of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation InterestsD-2; and (iii) on or before April 30 [June 30] of each year, beginning with April [June 30], 20032001, an Opinion of Counsel substantially in the form of Exhibit H-2D-3.

Protection of Right, Title and Interest to Trust. (a) The Transferor shall cause this Agreement, all amendments and supplements hereto and all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ Holders, and the Trustee’s right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders Holders and the Trustee hereunder to all property comprising the Trust and the Trust Assets. The Transferor shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph. (b) The Within 30 days after Transferor makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (a) seriously misleading within the meaning of Section 9-402(7) (or any comparable provision) of the UCC, Transferor shall not give Trustee notice of any such change its name and shall file such financing statements or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust’s security interest of the Trustee in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]Transferor and Servicer will give Trustee prompt notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal executive office and whether, 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 file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Trust’s security interest in the Receivables and the proceeds thereof. Transferor and Servicer will at all times maintain each office from which it services Receivables and its principal executive offices within the United States. (d) The Transferor will deliver to the Trustee and any Series Enhancer Enhancement Provider entitled thereto pursuant to the relevant Supplement: (i) upon the execution and delivery of each amendment of this Agreement or any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1E-1; (ii) on each Addition Date on which any Additional Supplemental Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a2.8(a) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as Accounts), an Opinion of Counsel substantially to the effect specified in the form of Exhibit H-2E-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a2.8(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 E-2 but conformed to the extent appropriate to relate to Participation Interests; and (iii) on or before April 30 March 31 of each year, beginning with April 30March 31, 20031998, an Opinion of Counsel substantially to the effect specified in the form of Exhibit H-2E-2.

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, the Base Indenture and any Series Supplement, all amendments and supplements hereto and and/or all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ Noteholders and the Indenture Trustee’s 's right, title and interest to the Trust and the Trust Assets Estate to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and Noteholders or the Trustee Indenture Trustee, as the case may be, hereunder to all property comprising the Trust and the Trust AssetsEstate. The Transferor Servicer shall deliver to the Indenture Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor Seller shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraphsubsection 13.02(a). (b) The Transferor shall not Within 30 days after the Seller, AIR or any Originator makes any change in its name name, identity or its type corporate structure which would make any financing statement or jurisdiction continuation statement filed in accordance with paragraph (a) above and 2.01 seriously misleading within the meaning of organization unless it has first (iSection 9-402(7) made all filings in all relevant jurisdictions under of the UCC as in effect in the State of Delaware, New York, New Hampshire or California, the Seller shall give the Indenture Trustee notice of any such change and other applicable law shall file (or to be filed) such financing statements or amendments as are may be necessary to continue and maintain the first-priority perfected ownership or Trust's security interest of the Trustee in the Trust Assets, Assets and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]. (d) The Transferor Each of the Originators, AIR, the Seller and the Servicer will deliver to give the Indenture Trustee and the Owner Trustee prompt written notice of any Series Enhancer entitled thereto pursuant to relocation of any office from which it services Trust Assets or keeps records concerning the relevant Supplement: (i) upon Trust Assets or of its principal executive office and whether, as a result of such relocation, the execution and delivery applicable provisions of each the UCC would require the filing of any amendment of this Agreement any previously filed financing or continuation statement or of any Supplement, an Opinion of Counsel new financing statement and shall file such financing statements or amendments as may be necessary to continue the effect specified in Exhibit H-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as Accounts, an Opinion of Counsel substantially in the form of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included Trust's security interest in the Trust pursuant to Section 2.08(a) or (b), an Opinion Estate and the proceeds thereof. The Seller and the Servicer will at all times maintain each office from which it services Trust Assets and its principal executive office within the United States of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation Interests; and (iii) on or before April 30 of each year, beginning with April 30, 2003, an Opinion of Counsel substantially in the form of Exhibit H-2America.

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, all amendments and supplements hereto and and/or all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ Certificateholders and the Trustee’s 's right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and or the Trustee Trustee, as the case may be, hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraphsubsection 13.02(a). (b) The Within 30 days after the Transferor makes any change in its name, identity or organizational structure which would make any financing statement or continuation statement filed in accordance with paragraph (a) above materially misleading within the meaning of the UCC, the Transferor shall not give the Trustee and the Servicer notice of any such change its name and the Servicer shall file such financing statements or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust's security interest of the Trustee in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]Each of the Transferor and the Servicer will give the Trustee prompt written notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its jurisdiction of organization and whether, as a result of such change, 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 the Servicer shall file such financing statements or amendments as may be necessary to continue the perfection of the Trust's security interest in the Receivables and the proceeds thereof. Each of the Transferor and the Servicer will at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (d) The Transferor Servicer will deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplementeach Enhancement Provider: (i) upon the execution and delivery of each amendment of this Agreement or any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which date that any Additional Accounts (other than Automatic Additional Accounts) are to be designated as included in the Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as Accounts2.06, an Opinion of Counsel substantially in the form of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation InterestsE; and (iiiii) on or before April 30 March 31 of each year, beginning with April 30March 31, 20031998, an Opinion of Counsel Counsel, substantially in the form of Exhibit H-2.F.

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, all amendments and supplements hereto and and/or all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ ' and the Trustee’s 's right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and the Trustee hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor Servicer shall deliver to the Trustee file stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor Sellers shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph. (b) The Transferor Within thirty (30) days after any Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (a) seriously misleading within the meaning of Section 9-402(7) (or any comparable provision) of the UCC, such Seller shall not give the Trustee notice of any such change its name and shall file such financing statements or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust's security interest of the Trustee in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]Each Seller and the Servicer will give the Trustee prompt notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal executive office and whether, 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 file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Trust's security interest in the Receivables and the proceeds thereof. Each Seller and the Servicer will at all times maintain each office from which it services Receivables and its principal executive offices within the United States. (d) The Transferor Servicer will deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement: : (i) upon the execution and delivery of each amendment of this Agreement or any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition ----------- Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as Accounts, an Opinion of Counsel substantially in the form of Exhibit H-2, and on each Addition Date ----------- on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the ----------- extent appropriate to relate to Participation Interests; and (iii) on or before April 30 of each year, beginning with April 30, 20031994, an Opinion of Counsel substantially in the form of Exhibit H-2.. -----------

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, all amendments and supplements hereto and all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ ' and the Trustee’s 's right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and the Trustee hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph. (b) The Within 30 days after the Transferor makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (a) seriously misleading within the meaning of Section 9- 402(7) (or any comparable provision) of the UCC, such Transferor shall not give the Trustee notice of any such change its name and shall file such financing statements or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust's security interest of the Trustee or ownership interest in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]The Transferor and the Servicer shall give the Trustee prompt notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal executive office and whether, 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 file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Trust's security interest in the Receivables and the proceeds thereof. The Transferor and the Servicer shall at all times maintain each office from which it services Receivables and its principal executive offices within the United States. (d) The Transferor will Servicer shall deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement: (i) upon the execution and delivery of each amendment of this Agreement or any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1E-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iiisubsection 2.9(c)(ix) with respect to the inclusion of Automatic Additional Accounts Aggregate Additions to be designated as Accounts, an Opinion of Counsel substantially in the form of Exhibit H-2E-2, and (iii) semiannually, with respect to any New Accounts included as Accounts, an Opinion of Counsel substantially in the form of Exhibit E-2, (iv) on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(asubsection 2.9(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 Exhibits E-1 and E-2 but conformed to the extent appropriate to relate to Participation Interests; and (iiiv) on or before April 30 March 31 of each year, beginning with April 30March 31, 20031998, an Opinion of Counsel substantially in the form of Exhibit H-2E-3.

Protection of Right, Title and Interest to Trust. (a) The Transferor Master Servicer shall cause this Agreement, all amendments and supplements Supplements hereto and all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ ' and the Trustee’s 's right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and the Trustee hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor Master Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor Transferors shall cooperate fully with the Master Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph. (b) The Within 30 days after any of the Transferors makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (a) seriously misleading within the meaning of Section 9-402(7) (or any comparable provision) of the UCC, such Transferor shall not give the Trustee notice of any such change its name and shall file such financing statements or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust's security interest of the Trustee in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved].Each Transferor and the Master Servicer will give the Trustee prompt notice of any relocation of any office from which it services Receivables or keeps records concerning the (d) The Transferor Master Servicer will deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant SupplementTrustee: (i) upon the execution and delivery of each amendment of this Agreement or any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1G-1; (ii) on or before December 31 of each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iii) year, beginning with respect to the inclusion of Automatic Additional Accounts as AccountsDecember 31, 1996, an Opinion of Counsel substantially in the form of Exhibit H-2, G-2 and (iii) on each Addition Date on which any Participation Interests additional Accounts are to be included in the Trust designated pursuant to Section 2.08(asubsection 2.09 (a), (b) or (bd), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation Interests; and (iii) on or before April 30 of each year, beginning with April 30, 2003, an Opinion of Counsel substantially in the form of or Exhibit H-2G-2.

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, all amendments and supplements hereto and and/or all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ and the Trustee’s right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and the Trustee hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor Sellers shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph. (b) The Transferor Within 30 days after any of the Sellers makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (a) seriously misleading within the meaning of Section 9-402(7) (or any comparable provision) of the UCC, such Seller shall not give the Trustee notice of any such change its name and shall file such financing statements or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust’s security interest of the Trustee in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]Each Seller and the Servicer will give the Trustee prompt notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal executive office and whether, 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 file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Trust’s security interest in the Receivables and the proceeds thereof. Each Seller and the Servicer will at all times maintain each office from which it services Receivables and its principal executive offices within the United States. (d) The Transferor Servicer will deliver to the Trustee and any each Series Enhancer entitled thereto pursuant to the relevant SupplementEnhancer: (i) upon the execution and delivery of each amendment of this Agreement or any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) upon the execution and delivery of each amendment of Article I, II, III or IV or of any Supplement, other than amendments pursuant to Section 13.01(a), on each Addition Date on which any Additional Lump Addition Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a2.09(a) or (b) and on each date specified in Section 2.08(c)(iii2.09(c)(iii) with respect to the inclusion of Automatic Additional New Accounts as Accounts, an Opinion of Counsel substantially in the form of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a2.09(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit Exhibits H-1 and H-2 but conformed to the extent appropriate to relate to Participation Interests; and (iii) on or before April 30 March 3l of each year, beginning with April 30March 3l, 20031992, an Opinion of Counsel substantially in the form of Exhibit H-2.

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, all amendments and supplements hereto and all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ ' and the Trustee’s 's right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and the Trustee hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor Servicer shall deliver to the Trustee file stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph.file- (b) The Within 30 days after any Transferor makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (a) seriously misleading within the meaning of Section 9-402(7) (or any comparable provision) of the UCC, such Transferor shall not give the Trustee notice of any such change its name and shall file such financing statements or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust's security interest of the Trustee in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]Each Transferor and the Servicer will at all times maintain each office from which it services Receivables and its principal executive offices within the United States. (d) The Transferor will deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant SupplementTrustee: (i) upon the execution and delivery of each amendment of this Agreement or any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1G-1; and (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(asubsections 2.09(a) or (b) and on each date specified in Section 2.08(c)(iiisubsection 2.09(d)(iii) with respect to the inclusion designation of Automatic Additional Accounts as Accounts, an Opinion of Counsel substantially in the form of Exhibit H-2G-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(asubsections 2.09(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 G-2 but conformed to the extent appropriate to relate to Participation Interests; and (iii) on or before April 30 of each year, beginning with April 30, 2003, an Opinion of Counsel substantially in the form of Exhibit H-2.

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, all amendments and supplements hereto and and/or all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ Certificateholders and the Trustee’s 's right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and or the Trustee Trustee, as the case may be, hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraphsubsection 13.02(a). (b) The Within 30 days after the Transferor makes any change in its name, identity or organizational structure which would make any financing statement or continuation statement filed in accordance with paragraph (a) above materially misleading within the meaning of the UCC, the Transferor shall not give the Trustee and the Servicer notice of any such change its name and the Servicer shall file such financing statements or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust's security interest of the Trustee in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]Each of the Transferor and the Servicer will give the Trustee prompt written notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its jurisdiction of organization and whether, as a result of such change, 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 the Servicer shall file such financing statements or amendments as may be necessary to continue the perfection of the Trust's security interest in the Receivables and the proceeds thereof. Each of the Transferor and the Servicer will at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (d) The Transferor Servicer will deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant SupplementTrustee: (i) upon the execution and delivery of each amendment of this Agreement or any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which date that any Additional Accounts (other than Automatic Additional Accounts) are to be designated as included in the Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as Accounts2.06, an Opinion of Counsel substantially in the form of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation InterestsE; and (iiiii) on or before April 30 March 31 of each year, beginning with April 30March 31, 20031998, an Opinion of Counsel Counsel, substantially in the form of Exhibit H-2.F.

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, all amendments and supplements hereto and and/or all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ Certificateholders and the Trustee’s 's right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and or the Trustee Trustee, as the case may be, hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraphsubsection 13.2(a). (b) The Within 30 days after the Transferor makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (a) above materially misleading within the meaning of Section 91-402(7) of the UCC as in effect in the Relevant UCC State, the Transferor shall not give the Trustee written notice of any such change its name and shall file such financing statements or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust's security interest of the Trustee in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]Each of the Transferor and the Servicer will give the Trustee prompt written notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal executive office and whether, 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 file such financing statements or amendments as may be necessary to continue the perfection of the Trust's security interest in the Receivables and the proceeds thereof. Each of the Transferor and the Servicer will at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (d) The Transferor Servicer will deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant SupplementTrustee: (i) upon the execution and delivery of each amendment of this Agreement or date that any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which any Additional Supplemental Accounts (other than Automatic Additional Accounts) are to be designated as included in the Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as Accountssubsection 2.6(c), an Opinion of Counsel substantially in the form of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation InterestsF; and (iiiii) on or before April 30 March 31 of each year, beginning with April 30March 31, 20031994, an Opinion of Counsel substantially in the form of Exhibit H-2.G.

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, all amendments and supplements hereto and all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ ' and the Trustee’s 's right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and the Trustee hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor Sellers shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph. . Within 30 days after any of the Sellers makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (ba) The Transferor seriously misleading within the meaning of Section 9-402(7) (or any comparable provision) of the UCC, such Seller shall not give the Trustee notice of any such change its name and shall file such financing statements or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust's security interest in the Receivables and the proceeds thereof. Each Seller and the Servicer will give the Trustee prompt notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal executive office and whether, as a result of such relocation, the applicable provisions of the Trustee UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Trust's 96 security interest in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to proceeds thereof. Each Seller and the effect that Servicer will at all necessary filings have been made under times maintain each office from which it services Receivables and its principal executive offices within the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assets. (c) [Reserved]. (d) United States. The Transferor Servicer will deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant SupplementTrustee: (i) upon the execution and delivery of each amendment of this Agreement or any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1G-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section subsection 2.08(a) or (b) and on each date specified in Section 2.08(c)(iiisubsection 2.08(d)(iii) with respect to the inclusion designation of Automatic Additional Accounts as Accounts, an Opinion of Counsel substantially in the form of Exhibit H-2G-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section subsection 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 G-2 but conformed to the extent appropriate to relate to Participation Interests; and (iii) on or before April 30 March 31 of each year, beginning with April 30March 31, 20031995, an Opinion of Counsel substantially in the form of Exhibit H-2G-2.

Protection of Right, Title and Interest to Trust. The Company (aor the Master Servicer on behalf of the Company) The Transferor shall cause this each Pooling and Servicing Agreement, all amendments and supplements hereto and thereto and/or all financing statements and amendments thereto continuation statements and any other necessary documents covering the CertificateholdersHolders’ and the Trustee’s right, title and interest to the Trust and the Trust Participation Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and the Trustee hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor Company (or the Master Servicer on behalf of the Company) shall deliver to the Trustee file stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. In the event that the Master Servicer fails to file such financing or continuation statements and the Trustee has received an Opinion of Counsel, at the expense of the Company, that such filing is necessary to fully preserve and to protect the Trustee’s right, title and interest in any Participation Asset then the Trustee shall have the right to file the same on behalf of the Master Servicer, the Company and the Trustee shall be reimbursed and indemnified by the Company for making such filing. The Transferor Company shall cooperate fully with the Master Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraphSection 10.02. (a) The death or incapacity of any Holder shall not operate to terminate this Agreement or the Trust, nor shall such death or incapacity entitle such Holder’s legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) The Transferor Except with respect to the Investor Certificateholders as expressly provided in any Pooling and Servicing Agreement, no Holder shall not change its name have any right to vote or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under any manner otherwise control the UCC operation and other applicable law as are necessary to continue and maintain the first-priority perfected ownership or security interest management of the Trustee in Trust, or the Trust Assets, and (ii) delivered to obligations of the Trustee, with a copy parties hereto; nor shall any Holder be under any liability to any Series Enhancer, an Opinion third person by reason of Counsel any action taken by the parties to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary this Agreement pursuant to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsany provision hereof. (c) [Reserved]No Holder shall have any right by virtue of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to initiate any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Holder with every other Holder and the Trustee, that no one or more Holder(s) shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of the Pooling and Servicing Agreements to affect, disturb or prejudice the rights of any other of the Interests, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Holders. For the protection and enforcement of the provisions of this Section 10.02, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. (d) The Transferor will deliver By their acceptance of Interests pursuant to this Agreement and the applicable Supplement, the Holders agree to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement: (i) upon the execution and delivery of each amendment provisions of this Agreement or any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as Accounts, an Opinion of Counsel substantially in the form of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation Interests; and (iii) on or before April 30 of each year, beginning with April 30, 2003, an Opinion of Counsel substantially in the form of Exhibit H-210.02.

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer (or the Transferor, if Back-up Servicer is Servicer) shall cause this Agreement, all amendments and supplements hereto and and/or all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ Holders and the Trustee’s 's right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and Holders or Trustee, as the Trustee case may be, hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraphsubsection 13.2(a). (b) The Within 30 days after Transferor makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with subsection (a) seriously misleading within the meaning of Section 9-402(7) of the UCC as in effect in the Commonwealth of Pennsylvania, Transferor shall not give Trustee notice of any such change its name and shall file such financing statements or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust's security interest of the Trustee in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]. (d) The Each of Transferor and Servicer will deliver to give Trustee prompt written notice of any relocation of any office from which it services Receivables or keeps records concerning the Trustee Receivables or of its principal executive office and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any Series Enhancer entitled thereto pursuant to the relevant Supplement: (i) upon the execution and delivery of each amendment of this Agreement any previously filed financing or continuation statement or of any Supplement, an Opinion new financing statement and shall file such financing statements or amendments as may be necessary to continue the perfection of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as Accounts, an Opinion of Counsel substantially Trust's security interest in the form Receivables and the proceeds thereof. Each of Exhibit H-2, Transferor and on Servicer will at all times maintain each Addition Date on office from which any Participation Interests are to be included in it services Receivables and its principal executive office within the Trust pursuant to Section 2.08(a) or (b), an Opinion United States of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation Interests; and (iii) on or before April 30 of each year, beginning with April 30, 2003, an Opinion of Counsel substantially in the form of Exhibit H-2America.

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, all amendments and supplements hereto and and/or all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ Holders and the Trustee’s 's right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and Holders or Trustee, as the Trustee case may be, hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraphsubsection 13.2(a). (b) The Within 30 days after Transferor makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with subsection (a) seriously misleading within the meaning of Section 9-402(7) of the UCC as in effect in the Commonwealth of Pennsylvania, Transferor shall not give Trustee notice of any such change its name and shall file such financing statements or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust's security interest of the Trustee in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]. (d) The Each of Transferor and Servicer will deliver to give Trustee prompt written notice of any relocation of any office from which it services Receivables or keeps records concerning the Trustee Receivables or of its principal executive office and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any Series Enhancer entitled thereto pursuant to the relevant Supplement: (i) upon the execution and delivery of each amendment of this Agreement any previously filed financing or continuation statement or of any Supplement, an Opinion new financing statement and shall file such financing statements or amendments as may be necessary to continue the perfection of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as Accounts, an Opinion of Counsel substantially Trust's security interest in the form Receivables and the proceeds thereof. Each of Exhibit H-2, Transferor and on Servicer will at all times maintain each Addition Date on office from which any Participation Interests are to be included in it services Receivables and its principal executive office within the Trust pursuant to Section 2.08(a) or (b), an Opinion United States of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation Interests; and (iii) on or before April 30 of each year, beginning with April 30, 2003, an Opinion of Counsel substantially in the form of Exhibit H-2America.

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, any Supplement, all amendments and supplements hereto and and/or all financing statements, amendments and continuation statements and amendments thereto and any other necessary documents covering the Certificateholders’ and the Trustee’s right, title and interest to of the Trust and in the Trust Assets property conveyed hereunder to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and the Trustee hereunder to all property comprising the Trust Property and to maintain the perfection and priority of the security interest of the Trustee in the Receivables and the Trust Assetsproceeds thereof. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraphSection 13.2. (b) The Transferor shall not change its name or its type name, identity, organizational structure or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assets, Receivables and the other property conveyed to the Trustee hereunder and (ii) delivered to the TrusteeServicer, with a copy to any Series Enhancer, the Trustee and each Rating Agency an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust AssetsReceivables conveyed to the Trustee hereunder and the proceeds thereof. (c) [Reserved]The Servicer will at all times maintain each office from which it services Receivables within the United States. (d) The Transferor will deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplementeach Rating Agency: (i) upon the execution and delivery of each amendment of this Agreement or any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which date that any Additional Accounts (other than Automatic Additional Accounts) are to be designated as included in the Accounts pursuant to Section 2.08(a) or 2.6 (b) and on each date specified in other than Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as Accounts2.6(d)), an Opinion of Counsel substantially in the form of Part One of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation InterestsH; and (iiiii) on or before April June 30 of each year, beginning with April 30, 2003, year an Opinion of Counsel Counsel, dated as of a date within 90 days of such day, substantially in the form of Exhibit H-2.I.

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, any Supplement, all amendments and supplements hereto and and/or all financing statements, amendments and continuation statements and amendments thereto and any other necessary documents covering the Certificateholders’ and the Trustee’s right, title and interest to of the Trust and in the Trust Assets property conveyed hereunder to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and the Trustee hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraphSection 13.2(a). (b) The Within thirty (30) days after the Transferor makes any change in its name, identity or corporate structure which would make any financing statement, amendment or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-402(7) of the UCC as in effect in the Relevant UCC State, the Transferor shall not give the Trustee notice of any such change its name and shall file such financing statements or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law amendments as are may be necessary to continue and maintain the first-priority perfected ownership or security interest perfection of the Trustee Trust's interest in the Trust Assets, and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproperty conveyed hereunder. (c) [Reserved]The Transferor and the Servicer will give the Trustee prompt written notice of any relocation of any office from which the Servicer services Receivables or keeps records concerning the Receivables or of its principal executive office and whether, 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 file such financing statements, continuation statements or amendments as may be necessary to continue the perfection of the Trust's security interest in the Receivables and the proceeds thereof notwithstanding any relocation of any office from which the Servicer services Receivables or keeps records concerning the Receivables or of its principal executive office. The Servicer will at all times maintain each office from which it services Receivables, and the Transferor and the Servicer will at all times maintain their respective principal executive offices within the United States of America. (d) The Transferor Servicer will deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement: (i) upon the execution and delivery of each amendment of this Agreement or any SupplementTrustee, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as Accounts, an Opinion of Counsel substantially in the form of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation Interests; and (iii) on or before April 30 March 1 of each year, beginning with April 30, 20031995, an Opinion of Counsel Counsel, dated as of a date within ninety (90) days of such day, substantially in the form of Part Two of Exhibit H-2.G.

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, any Supplement, all amendments and supplements hereto and and/or all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ Certificateholders and the Trustee’s 's right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and the Trustee hereunder to all property comprising the Trust and the Trust Assets. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor Seller shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraphsubsection 13.02(a). (b) The Transferor shall not Within 30 days after the Seller makes any change in its name name, identity or its type corporate structure which would make any financing statement or jurisdiction continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of organization unless it has first (iSection 9-402(7) made all filings in all relevant jurisdictions under of the UCC as in effect in the State of Delaware, the Seller shall give the Trustee notice of any such change and other applicable law shall file such financing statements or amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust's security interest of the Trustee in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]The Seller and the Servicer will give the Trustee prompt written notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal executive office and whether, 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 file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Trust's security interest in the Receivables and the proceeds thereof. The Seller and the Servicer will at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (d) The Transferor Servicer will deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant SupplementTrustee: (i) upon the execution and delivery of each amendment of this Articles I, II, III or IV hereto (or, with respect to Article IV, as incorporated in the applicable Supplement; provided, however, that the adoption of a Supplement pursuant to Section 6.09 of -------- ------- the Agreement which supplements or any Supplementmodifies Article IV for a particular new Series shall not be considered an amendment) other than amendments pursuant to subsection 13.01(a) of the Agreement, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) on and upon each Addition Date on which date that any Additional Accounts (other than Automatic Additional Accounts) are to be designated as included in the Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as Accounts2.05 hereof, an Opinion of Counsel substantially in the form of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation InterestsF; and (iiiii) on or before April 30 of each year, beginning with April 30, 20032000, an Opinion of Counsel substantially Counsel, dated on or after January 1 of such year as of a date during such 90-day period, stating to the effect that no filing or other action need be taken to maintain the security interest of Investor Certificateholders in the form Trust Assets. (e) If at any time the Servicer is no longer First USA, the Seller shall deliver to the Successor Servicer powers-of-attorney such that such Successor Servicer may perform the obligations set forth in subsections 13.02(a), 13.02(b) and 13.02(c) of Exhibit H-2the Agreement.

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, all amendments and supplements hereto and and/or all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ Holders' and the Trustee’s 's right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered registered, and filed, and at all times to be kept recorded, registered registered, and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and and, interest of the Certificateholders and Holders or Trustee, as the Trustee case may be, hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor Servicer shall deliver to the Trustee file file- stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraphsubsection 13.2(a). (b) The Within 30 days after Transferor makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with subsection (a) seriously misleading within the meaning of Section 9-402(7) of the UCC as in effect in the State of Louisiana, Transferor shall not give Trustee notice of any such change its name and shall file such financing statements or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust's security interest of the Trustee in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]Each of Transferor and Servicer will give Trustee prompt written notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal executive office and whether, 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 file such financing statements or amendments as may be necessary to continue the perfection of the Trust's security interest in the Receivables and the proceeds thereof. Each of Transferor and Servicer will at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (d) The Transferor Servicer will deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant SupplementTrustee: (i) upon the execution and delivery of each amendment of this Agreement or any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which date that any Additional Accounts (other than Automatic Additional Accounts) are to be designated as included in the Accounts pursuant to Section 2.08(asubsection 2.6(a) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as Accounts), an Opinion of Counsel substantially in the form of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation InterestsD; and (iiiii) on or before April 30 March 31 of each year, beginning with April 30March 31, 20031998, an Opinion of Counsel Counsel, substantially in the form of Exhibit H-2E. (e) Upon not less than 5 Business Days' written notice from Transferor to Trustee and Servicer that Transferor wishes to dispose of any receivables arising from any of its VISA, MasterCard, Private Label or other revolving credit accounts which are not Accounts but which are included in the Bank Portfolio, Trustee shall execute and deliver such instruments of release, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by Transferor to release of record any purported right, title or interest of the Trust in and to such receivables, all monies due or to become due with respect to such receivables and all proceeds of such receivables; provided that Transferor shall deliver to Trustee and Servicer an Officer's Certificate dated the date of such release, certifying that no property described in such release constitutes Trust Assets.

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, all amendments and supplements hereto and and/or all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ Securityholders and the Trustee’s 's right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and Securityholders or the Trustee Trustee, as the case may be, hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraphsubsection 13.2(a). (b) The Within 30 days after the Transferor makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (a) above materially misleading within the meaning of Section 9-402(7) of the UCC as in effect in the Relevant UCC State, the Transferor shall not give the Trustee written notice of any such change its name and shall file such financing statements or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust's security interest of the Trustee in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]Each of the Transferor and the Servicer will give the Trustee prompt written notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal executive office and whether, 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 file such financing statements or amendments as may be necessary to continue the perfection of the Trust's security interest in the Receivables and the proceeds thereof. Each of the Transferor and the Servicer will at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (d) The Transferor Servicer will deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement: (i) upon the execution and delivery on or before March 31 of each amendment of this Agreement or any Supplementyear, beginning with March 31, 1995, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as AccountsCounsel, an Opinion of Counsel substantially in the form of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation Interests; and (iii) on or before April 30 of each year, beginning with April 30, 2003, an Opinion of Counsel substantially in the form of Exhibit H-2.E.

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, all amendments and supplements hereto and and/or all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ Holders' and the Trustee’s 's right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and the Trustee hereunder to all property comprising the Trust and the Trust Assets. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraphsubsection 13.2(a). (b) The Within 30 days after the Transferor makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-402 of the UCC as in effect in the state where such financing statement or continuation statement was filed, the Transferor shall not give the Trustee and the Rating Agencies notice of any such change its name and shall file such financing statements or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust's security interest of the Trustee in the Trust Assets, Assets and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]The Servicer will give the Trustee prompt written notice of any relocation of any office from which it services Included Leases or keeps the Lease Files or of its principal executive office and whether, 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 file such financing statements or amendments as may be necessary to continue the perfection of the Trust's security interest in the Included Leases and the proceeds thereof. The Servicer will at all times maintain each office from which it services Included Leases and its principal executive office within the United States of America. (d) The Transferor Servicer will deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant SupplementTrustee: (i) upon the execution and delivery of each amendment of this Agreement Articles I, II, III or any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which any Additional Accounts (IV other than Automatic Additional Accounts) are to be designated as Accounts amendments pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as Accountssubsection 13.1(a), an Opinion of Counsel substantially in the form of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation InterestsI; and (iiiii) on or before April 30 15 of each year, beginning with April 3015, 20031996, an Opinion of Counsel Counsel, dated as of a date during the preceding 90-day period, substantially in the form of Exhibit H-2.J.

Protection of Right, Title and Interest to Trust. (a) The Transferor Seller and the Applicable Master Servicers shall cause this Agreement, all amendments and supplements hereto and all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ ' and the Trustee’s 's right, title and interest in and to the Trust and the respective Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect fully the right, title and interest of the Certificateholders of each Series entitled thereto and the Trustee hereunder in and to all property comprising the Trust and the Trust AssetsTrust. The Transferor Each Applicable Master Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any each document recorded, registered or filed by it as provided required above, as soon as available promptly following such recording, registration or filing. The Transferor Seller shall cooperate fully with the Servicer Master Servicers in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraphSection 13.02(a). (b) The Transferor shall not Within 30 days after the Seller makes any change in its name name, identity or its type corporate structure which would make any financing statement or jurisdiction continuation statement filed in accordance with the terms of organization unless it has first this Agreement seriously misleading within the meaning of Section 9-402(7) (ior any comparable provision) made all filings in all relevant jurisdictions under of the UCC as in effect in the jurisdiction the law of which governs the perfection of the interest in the Trust Assets created hereunder or under any Supplement, the Seller shall give the Trustee notice of such change and other applicable law shall file such financing statements or amendments as are may be necessary to continue and maintain the first-priority perfected ownership or security interest perfection of the Trustee Trust's interest in the Trust Assets, Assets and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof contemplated by Section 2.01 hereof. (c) [Reserved]The Seller and each Master Servicer will give the Trustee prompt written notice of any relocation of any office from which it services Receivables (or any portion thereof) or keeps records concerning the Receivables (or any portion thereof) or of its principal executive office and whether, 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 file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Trust's interest in the Receivables (or any portion thereof) and the other Trust Assets (or any portion thereof) and the proceeds thereof contemplated by Section 2.01 hereof. The Seller and each Master Servicer will at all times maintain each office from which it services Receivables and its principal executive offices within the United States of America. (d) The Transferor will deliver Notwithstanding anything contained herein to the Trustee contrary, neither the Company nor the Seller shall be required to file assignments in favor of the Seller and any Series Enhancer entitled thereto pursuant to the relevant Supplement: (i) upon the execution and delivery of each amendment of this Agreement or any SupplementTrustee, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iii) respectively, with respect to the inclusion UCC financing statements filed by the Company against each of Automatic Additional Accounts the Claimants in connection with the respective Settlement Purchase Agreements, but the Seller hereby covenants to file, or cause the Company to file, continuation statements thereof as Accounts, an Opinion and when necessary to maintain the effectiveness of Counsel substantially in such statements; it being understood and agreed that neither the form Company nor the Seller shall have any duty to monitor the continued effectiveness of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or financing statements originally filed against such Claimants (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed other than with respect to the extent appropriate lapse thereof due to relate to Participation Interests; and (iii) on or before April 30 of each year, beginning with April 30, 2003, an Opinion of Counsel substantially in the form of Exhibit H-2time).

Protection of Right, Title and Interest to Trust. (a) The Transferor ------------------------------------------------ Servicer shall cause this Agreement, all amendments and supplements hereto and and/or all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ Certificateholders and the Trustee’s 's right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and the Trustee hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor Seller shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraphSection 13.2(a). (b) The Transferor shall not Within 30 days after Seller makes any change in its name name, identity or its type corporate structure which would make any financing statement or jurisdiction continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of organization unless it has first (iSection 9-402(8) made all filings in all relevant jurisdictions under of the UCC as in effect in the state where such financing statement or continuation statement was filed, Seller shall give the Trustee and other applicable law the Rating Agencies notice of any such change and shall file such financing statements or amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust's security interest of the Trustee in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]The Servicer will give the Trustee prompt written notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal executive office and whether, 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 file such financing statements or amendments as may be necessary to continue the perfection of the Trust's security interest in the Receivables and the proceeds thereof. The Servicer will at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (d) The Transferor Servicer will deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant SupplementTrustee: (i) upon the execution and delivery of each amendment of this Agreement Articles I, II, III or any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which any Additional Accounts (IV hereto other than Automatic Additional Accounts) are to be designated as Accounts amendments pursuant to Section 2.08(asubsection 13.1(a) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as Accounts, an Opinion of Counsel substantially in the form of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation InterestsG; and (iiiii) on or before April 30 15 of each year, beginning --------- with April 3015, 2003, 1996 an Opinion of Counsel Counsel, dated as of a date during the preceding 90-day period, substantially in the form of Exhibit H-2.H. ---------

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, any Supplement, all amendments hereto and/or all financ- ing statements, amendments and supplements hereto and all financing continuation statements and amendments thereto and any other necessary documents covering the Certificateholders’ and the Trustee’s right, title and interest to of the Trust and in the Trust Assets property conveyed hereunder to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and the Trustee hereunder to all property prop- erty comprising the Trust and the Trust AssetsTrust. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided pro- vided above, as soon as available following such recordingrecord- ing, registration or filing. The Transferor shall cooperate coop- erate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraphsubsection 13.2(a). (b) The Within 30 days after the Transferor makes any change in its name, identity or corporate structure which would make any financing statement, amendment or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-402(7) of the UCC as in effect in the Relevant UCC State, the Transferor shall not give the Trustee notice of any such change its name and shall file such financing state- ments, amendments or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law continuation statements as are may be necessary to continue and maintain the first-priority perfected ownership or security interest perfection of the Trustee Trust's interest in the Trust Assets, and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproperty conveyed hereunder. (c) [Reserved]The Transferor and the Servicer will give the Trustee prompt written notice of any relocation of any office from which the Servicer services Receivables or keeps records concerning the Receivables or of its principal executive office and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previ- ously filed financing or continuation statement or of any new financing statement and shall file such financing statements, continuation statements or amendments as may be necessary to continue the perfection of the Trust's security interest in the Receivables and the proceeds thereof notwithstanding any relocation of any office from which the Servicer services Receivables or keeps records concerning the Receivables or of its principal executive office. The Servicer will at all times maintain each office from which it services Receivables, and the Trans- feror and the Servicer will at all times maintain their respective principal executive offices within the United States of America. (d) The Transferor Servicer will deliver to the Trustee and each Rating Agency assigning a rating for any Series Enhancer entitled thereto pursuant to the relevant Supplement: (i) upon the execution and delivery class of each amendment Investor Certificates of this Agreement or any Supplementthen outstanding Series, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as Accounts, an Opinion of Counsel substantially in the form of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation Interests; and (iii) on or before April 30 of each year, beginning with April 30, 2003, 1997 an Opinion of Counsel Counsel, dated as of a date within 90 days of such day, substantially in the form of Exhibit H-2.H.

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, all amendments and supplements hereto and and/or all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ Certificateholders and the Trustee’s 's right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and the Trustee hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor Seller shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph.Section 13.2(a). --------------- (b) The Transferor shall not Within 30 days after Seller makes any change in its name name, identity or its type corporate structure which would make any financing statement or jurisdiction continuation statement filed in accordance with subsection (a) above -------------- seriously misleading within the meaning of organization unless it has first (iSection 9-506(b) made all filings in all relevant jurisdictions under of the UCC as in effect in the state where such financing statement or continuation statement was filed, Seller shall give the Trustee notice of any such change and other applicable law shall file such financing statements or amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust's security interest of the Trustee in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]Each of Seller and the Servicer will give the Trustee prompt written notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal executive office and whether, 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 file such financing statements or amendments as may be necessary to continue the perfection of the Trust's security interest in the Receivables and the proceeds thereof. Each of Seller and the Servicer will at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (d) The Transferor Servicer will deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant SupplementTrustee: (i) upon the execution and delivery of each amendment of this Agreement Articles I, II, III or any Supplement, IV other than ---------- -- --- -- amendments pursuant to subsection 13.1(a) an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as Accounts, an Opinion of Counsel ------------------ substantially in the form of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation InterestsF; and (iiiii) on or before April 30 15 of --------- each year, beginning with April 3015, 2003, 1994 an Opinion of Counsel Counsel, dated as of a date during the preceding 90-day period, substantially in the form of Exhibit H-2.G. ---------

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, all amendments and supplements hereto and all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ ' and the Trustee’s 's right, title and interest in and to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect fully the right, title and interest of the Certificateholders and the Trustee hereunder in and to all property comprising the Trust and the Trust AssetsTrust. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any each document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraphSection 13.02(a). (b) The Within 30 days after the Transferor makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with the terms of this Agreement seriously misleading within the meaning of Section 9-402(7) (or any comparable provision) of the UCC as in effect in the jurisdiction the law of which governs the perfection of the interest in the Trust Assets created hereunder, the Transferor shall not give the Trustee notice of such change its name and shall file such financing statements or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law amendments as are may be necessary to continue and maintain the first-priority perfected ownership or security interest perfection of the Trustee Trust's interest in the Trust Assets, Assets and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof contemplated by Section 2.01 hereof. (c) [Reserved]. (d) The Transferor and the Servicer will deliver to give the Trustee prompt written notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal executive office and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any Series Enhancer entitled thereto pursuant to the relevant Supplement: (i) upon the execution and delivery of each amendment of this Agreement any previously filed financing or continuation statement or of any Supplement, an Opinion new financing statement and shall file such financing statements or amendments as may be necessary to perfect or to continue the perfection of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as Accounts, an Opinion of Counsel substantially Trust's interest in the form Receivables and the other Trust Assets and the proceeds thereof contemplated by Section 2.01 hereof. The Transferor and the Servicer will at all times maintain each office from which it services Receivables and its principal executive offices within the United States of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation Interests; and (iii) on or before April 30 of each year, beginning with April 30, 2003, an Opinion of Counsel substantially in the form of Exhibit H-2America.

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, any Supplement, all amendments and supplements hereto and and/or all financing statements, amendments and continuation statements and amendments thereto and any other necessary documents covering the Certificateholders’ and the Trustee’s right, title and interest to of the Trust and in the Trust Assets property conveyed hereunder to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and the Trustee hereunder to all property comprising the Trust Property and to maintain the perfection and priority of the security interest of the Trustee in the Receivables and the Trust Assetsproceeds thereof. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraphSection 13.2. (b) The Transferor shall not change its name or its type name, identity, organizational structure or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assets, Receivables and the other property conveyed to the Trustee hereunder and (ii) delivered to the TrusteeServicer, with a copy to any Series Enhancer, the Trustee and each Rating Agency an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust AssetsReceivables conveyed to the Trustee hereunder and the proceeds thereof. (c) [Reserved]The Servicer will at all times maintain each office from which it services Receivables within the United States. (d) The Transferor will deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplementeach Rating Agency: (i) upon the execution and delivery of each amendment of this Agreement or any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which date that any Additional Accounts (other than Automatic Additional Accounts) are to be designated as included in the Accounts pursuant to Section 2.08(a) or 2.6 (b) and on each date specified in other than Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as Accounts2.6(d)), an Opinion of Counsel substantially in the form of Part One of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation InterestsG; and (iiiii) on or before April June 30 of each year, beginning with April June 30, 20032002, an 105 Opinion of Counsel Counsel, dated as of a date within 90 days of such day, substantially in the form of Exhibit H-2.H. ---------

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, any Supplement, all amendments and supplements hereto and and/or all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ ' and the Trustee’s 's right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and the Trustee hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor Company shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraphSection 10.2(a). (b) The Transferor shall not change With respect to any prospective changes in its name name, jurisdiction of organization, identity or limited liability company or other organizational structure or its type or jurisdiction "location" (within the meaning of organization unless it has first (i) made all filings in all relevant jurisdictions under Section 9-307 of the UCC of all applicable jurisdictions), the Company shall comply fully with Section 2.8(m) hereof and other applicable law shall file such financing statements or amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust's security interest in the Receivables, Related Property (to the extent perfection therein may be achieved by the filing of a financing statement in the jurisdiction of the Trustee in Company's location within the Trust Assetsmeaning of Section 9-307 of the UCC of the applicable jurisdiction), Collections and (ii) delivered the proceeds thereof. If the Company determines that no refining is required, it shall provide to the Trustee, with a copy to any Series Enhancer, Trustee an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsso stating. (c) [Reserved]. (d) The Transferor will deliver If the Company or the Servicer fails to perform any of its obligations under this Section 10.2, the Trustee may (but shall not be required to) perform, or cause performance of, such obligations, and any Series Enhancer entitled thereto pursuant to the relevant Supplement: (i) upon Trustee's costs and expenses incurred in connection therewith shall be payable as provided in SECTION 8.5. The authorization by the execution Company and delivery of each amendment the Servicer set forth in the second sentence of this Agreement or subsection (c) is intended to meet all requirements for authorization by a debtor under Article 9 of any Supplementapplicable enactment of the UCC, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to including, without limitation, Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as Accounts, an Opinion of Counsel substantially in the form of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation Interests; and (iii) on or before April 30 of each year, beginning with April 30, 2003, an Opinion of Counsel substantially in the form of Exhibit H-29-509 thereof.

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, all amendments and supplements hereto and and/or all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ Certificateholders and the Trustee’s 's right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and or the Trustee Trustee, as the case may be, hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, recordings registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraphsubsection 13.2(a). (b) The Within thirty (30) days after the Transferor makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-402(7) of the UCC as in effect in the Relevant UCC State, the Transferor shall not give the Trustee notice of any such change its name and shall file such financing statements or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust's security interest of the Trustee in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]Each of the Transferor and the Servicer will give the Trustee prompt written notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal executive office and whether, 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 file such financing statements or amendments as may be necessary to continue the perfection of the Trust's security interest in the Receivables and the proceeds thereof. Each of the Trans- feror and the Servicer will at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (d) The Transferor Servicer will deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement: (i) upon the execution and delivery on or before _____________ __ of each amendment of this Agreement or any Supplementyear, beginning with _____________ __, 1998, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as AccountsCounsel, an Opinion of Counsel substantially in the form of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation Interests; and (iii) on or before April 30 of each year, beginning with April 30, 2003, an Opinion of Counsel substantially in the form of Exhibit H-2.F.

Protection of Right, Title and Interest to Trust. (a) The Transferor shall cause this Agreement, all amendments and supplements hereto and all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ Indenture Trustee's and the Owner Trustee’s 's right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders Indenture Trustee, Noteholders and the Owner Trustee hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor shall deliver to the Owner Trustee file and Indenture Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor Servicer shall cooperate fully with the Servicer Transferor in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph. (b) The Within 30 days after any Transferor makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (a) seriously misleading within the meaning 55 60 of Section 9-402(7) (or any comparable provision) of the UCC, such Transferor shall not give the Owner Trustee and the Indenture Trustee notice of any such change its name and shall file such financing statements or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law amendments as are may be necessary to continue the perfection of the Owner Trustee's and maintain the first-priority perfected ownership or Trust's security interest of the Trustee or ownership interest in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]Each Transferor shall give the Owner Trustee and the Indenture Trustee prompt notice of any relocation of its chief executive office or any change in the jurisdiction of its organization and whether, as a result of such relocation or change, 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 file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Owner Trustee's and the Trust's security interest in the Receivables and the proceeds thereof. Each Transferor shall at all times maintain its chief executive offices within the United States and shall at all times be organized under the laws of a jurisdiction located within the United States. (d) The Transferor will shall deliver to the Owner Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement: Indenture Trustee (i) upon the execution and delivery of each amendment of this Agreement or any SupplementAgreement, an Opinion of Counsel to the effect specified in Exhibit H-1EXHIBIT D-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iiisubsection 2.09(c)(ix) with respect to the inclusion of Automatic Additional Accounts Aggregate Additions to be designated as Accounts, an Opinion of Counsel substantially in the form of Exhibit H-2EXHIBIT D-2, and (iii) on each date specified in subsection 2.09(e)(vii), with respect to any New Accounts included as Accounts, an Opinion of Counsel substantially in the form of EXHIBIT D-2, (iv) on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(asubsection 2.09(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 EXHIBITS D-1 and D-2 but conformed to the extent appropriate to relate to Participation Interests; and (iiiv) on or before April 30 of each year, beginning with April 30, 20032002, an Opinion of Counsel substantially in the form of Exhibit H-2EXHIBIT D-3.

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, all amendments and supplements hereto and and/or all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ , and the Trustee’s 's right, title and interest to in the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and the Trustee hereunder to all property comprising compromising the Trust and the Trust AssetsTrust. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor Depositor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph. (b) The Transferor Within 30 days after the Depositor makes any change in its name, identity, or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (a) seriously misleading within the meaning of Section 9-402(7) (or any comparable provision) of the UCC, the Depositor shall not give the Trustee notice of any such change its name and shall file such financing statements or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust's security interest of the Trustee in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]The Depositor and the Servicer will give the Trustee prompt notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal executive office and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously file financing or continuation statement or of any new financing statement and shall file such financing statements or amendments as may be necessary to perfector to continue the perfection of the Trust's security interest in the Receivables and the proceeds thereof. The Depositor and the Servicer will at all times maintain each office from which it services Receivables and its principal executive offices within the United States. (d) The Transferor Servicer will deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement: (i) upon the execution and had delivery of each amendment of this Agreement or any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a) or (b) and .and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as Accounts, an Opinion of Counsel substantially in the form of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation Interests; and (iii) on or before April 30 of each year, beginning with April 30, 2003, an Opinion of Counsel substantially in the form of Exhibit H-2.

Protection of Right, Title and Interest to Trust. (a) The Transferor Transferors shall cause this Agreement, all amendments and supplements hereto and all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ ' and the Trustee’s 's right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and the Trustee hereunder to all property comprising the Trust and the Trust Assets. The Transferor Transferors shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor Transferors shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph. (b) The No Transferor shall not change its name name, or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust AssetsReceivables, the proceeds thereof, and the other property conveyed to the Trustee hereunder, and (ii) delivered to the Trustee, with a copy to any Series Enhancer, Servicer and the Trustee an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust AssetsReceivables, the proceeds thereof, and the other property conveyed to the Trustee hereunder. (c) [Reserved]Each Transferor and the Servicer will at all times maintain each office from which it services Receivables and its principal executive offices within the United States. (d) The Transferor Transferors will deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant SupplementTrustee: (i) upon the execution and delivery of each amendment of this Agreement or any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1G-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section subsection 2.08(a) or (b) and on each date specified in Section 2.08(c)(iiisubsection 2.08(d)(iii) with respect to the inclusion designation of Automatic Additional Accounts as Accounts, an Opinion of Counsel substantially in the form of Exhibit H-2G-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section subsection 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 G-2 but conformed to the extent appropriate to relate to Participation Interests; and (iii) on or before April 30 March 31 of each year, beginning with April 30March 31, 20031995 and ending with March 31, 2001 and on or before May 31 of each year, beginning with May 31, 2002, an Opinion of Counsel substantially in the form of Exhibit H-2G-2.

Protection of Right, Title and Interest to Trust. (a) The Transferor shall cause this Agreement, all amendments and supplements hereto and all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ Indenture Trustee's and the Owner Trustee’s 's right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in 50 such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders Indenture Trustee, Noteholders and the Owner Trustee hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor shall deliver to the Owner Trustee file and Indenture Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor Servicer shall cooperate fully with the Servicer Transferor in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph. (b) The Within 30 days after any Transferor shall not makes any change in its name or its type name, identity, corporate structure or jurisdiction of organization unless it has first which would make any financing statement or amendment to any financing statement filed in accordance with paragraph (ia) made all filings in all relevant jurisdictions under seriously misleading within the UCC meaning of Section 9-402(7) (or any comparable provision) of the UCC, such Transferor shall give the Owner Trustee and other applicable law the Indenture Trustee notice of any such change and shall, within 90 days of such change or such earlier time as are prescribed by law, file such financing statements or amendments as may be necessary to continue the perfection of the Owner Trustee's and maintain the first-priority perfected ownership or Trust's security interest of the Trustee or ownership interest in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]Each Transferor shall give the Owner Trustee and the Indenture Trustee prompt notice of any relocation of its chief executive office or any change in the jurisdiction of its organization and whether, as a result of such relocation or change, 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 file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Owner Trustee's and the Trust's security interest in the Receivables and the proceeds thereof. Each Transferor shall at all times maintain its chief executive offices within the United States and shall at all times be organized under the laws of a jurisdiction located within the United States. (d) The Transferor will shall deliver to the Owner Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement: Indenture Trustee (i) upon the execution and delivery of each amendment of this Agreement or any SupplementAgreement, an Opinion of Counsel to the effect specified in Exhibit H-1D-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iiisubsection 2.09(c)(ix) with respect to the inclusion of Automatic Additional Accounts Aggregate Additions to be designated as Accounts, an Opinion of Counsel substantially in the form of Exhibit H-2D-2, and (iii) on each date specified in subsection 2.09(e)(vii), with respect to any Automatic Additional Accounts included as Accounts, an Opinion of Counsel substantially in the form of Exhibit D-2, (iv) on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(asubsection 2.09(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 Exhibits D-1 and D-2 but conformed to the extent appropriate to relate to Participation Interests; and (iiiv) on or before April 30 of each year, beginning with April 30, 20032004, an Opinion of Counsel substantially in the form of Exhibit H-2D-3.

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, all amendments and supplements hereto and and/or all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ Holders' and the Trustee’s 's right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered registered, and filed, and at all times to be kept recorded, registered registered, and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and and, interest of the Certificateholders and Holders or Trustee, as the Trustee case may be, hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraphsubsection 13.2(a). (b) The Within 30 days after Transferor makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with subsection (a) seriously misleading within the meaning of Section 9-402(7) of the UCC as in effect in the State of Louisiana, Transferor shall not give Trustee notice of any such change its name and shall file such financing statements or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust's security interest of the Trustee in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]Each of Transferor and Servicer will give Trustee prompt written notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal executive office and whether, 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 file such financing statements or amendments as may be necessary to continue the perfection of the Trust's security interest in the Receivables and the proceeds thereof. Each of Transferor and Servicer will at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (d) The Transferor Servicer will deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant SupplementTrustee: (i) upon the execution and delivery of each amendment of this Agreement or any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which date that any Additional Accounts (other than Automatic Additional Accounts) are to be designated as included in the Accounts pursuant to Section 2.08(asubsection 2.6(a) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as Accounts), an Opinion of Counsel substantially in the form of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation InterestsD; and (iiiii) on or before April 30 March 31 of each year, beginning with April 30March 31, 20031998, an Opinion of Counsel Counsel, substantially in the form of Exhibit H-2E. (e) Upon not less than 5 Business Days' written notice from Transferor to Trustee and Servicer that Transferor wishes to dispose of any receivables arising from any of its VISA, MasterCard, Private Label or other revolving credit accounts which are not Accounts but which are included in the Bank Portfolio, Trustee shall execute and deliver such instruments of release, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by Transferor to release of record any purported right, title or interest of the Trust in and to such receivables, all monies due or to become due with respect to such receivables and all proceeds of such receivables; provided that Transferor shall deliver to Trustee and Servicer an Officer's Certificate dated the date of such release, certifying that no property described in such release constitutes Trust Assets.

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, all amendments and supplements hereto and and/or all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ Holders' and the Trustee’s 's right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and the Trustee hereunder to all property comprising the Trust and the Trust Assets. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraphsubsection 13.2(a). (b) The Within 30 days after the Transferor makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-402 of the UCC as in effect in the state where such financing statement or continuation statement was filed, the Transferor shall not give the Trustee and the Rating Agencies notice of any such change its name and shall file such financing statements or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust's security interest of the Trustee in the Trust Assets, Assets and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]The Servicer will give the Trustee prompt written notice of any relocation of any office from which it services Included Leases or keeps the Lease Files or of its principal executive office and whether, 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 file such financing statements or amendments as may be necessary to continue the perfection of the Trust's security interest in the Included Leases and the proceeds thereof. The Servicer will at all times maintain each office from which it services Included Leases and its principal executive office within the United States of America. (d) The Transferor Servicer will deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant SupplementTrustee: (i) upon the execution and delivery of each amendment of this Agreement Articles I, II, III or any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which any Additional Accounts (IV other than Automatic Additional Accounts) are to be designated as Accounts amendments pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as Accountssubsection 13.1(a), an Opinion of Counsel substantially in the form of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation InterestsI; and (iiiii) on or before April 30 15 of each year, beginning --------- with April 3015, 20031996, an Opinion of Counsel Counsel, dated as of a date during the preceding 90-day period, substantially in the form of Exhibit H-2.J. ---------

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, all amendments and supplements hereto and all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ ' and the Trustee’s 's right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and the Trustee hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph. (b) The Within 30 days after any Transferor makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (a) seriously misleading within the meaning of Section 9-402(7) (or any comparable provision) of the UCC, such Transferor shall not give the Trustee notice of any such change its name and shall file such financing statements or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust's security interest of the Trustee or ownership interest in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]Each Transferor and the Servicer shall give the Trustee prompt notice of any relocation of any office from which it services Receivables (or the underlying receivables) or keeps records concerning the Receivables (or the underlying receivables) or of its principal executive office and whether, 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 file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Trust's security interest in the Receivables and the proceeds thereof. Each Transferor and the Servicer shall at all times maintain each office from which it services Receivables and its principal executive offices within the United States. (d) The Transferor will Servicer shall deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement: (i) upon the execution and delivery of each amendment of this Agreement or any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1C-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iii) semiannually, with respect to the inclusion of Automatic Additional Accounts included as Accounts, an Opinion of Counsel substantially in the form of Exhibit H-2C-2, and (iii) on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (bsubsection 2.09(b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 Exhibits C-1 and C-2 but conformed to the extent appropriate to relate to Participation Interests; and (iiiiv) on or before April 30 March 31 of each year, beginning with April 30March 31, 20031998, an Opinion of Counsel substantially in the form of Exhibit H-2C-3.

Protection of Right, Title and Interest to Trust. (a) The Transferor shall cause this Agreement, all amendments and supplements hereto and all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ Indenture Trustee's and the Owner Trustee’s 's right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders Indenture Trustee, Noteholders and the Owner Trustee hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor shall deliver to the Owner Trustee file and Indenture Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor Servicer shall cooperate fully with the Servicer Transferor in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph. (b) The Within 30 days after any Transferor makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (a) seriously misleading within the meaning of Section 9-506 (or any comparable provision) of the UCC, such Transferor shall not give the Owner Trustee and the Indenture Trustee notice of any such change its name and shall file such financing statements or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law amendments as are may be necessary to continue the perfection of the Owner Trustee's and maintain the first-priority perfected ownership or Trust's security interest of the Trustee or ownership interest in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]Each Transferor shall give the Owner Trustee, each Controlling Entity and the Indenture Trustee prompt notice of any relocation of its chief executive office or any change in the jurisdiction of its organization and whether, as a result of such relocation or change, 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 file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Owner Trustee's and the Trust's security interest in the Receivables and the proceeds thereof. Each Transferor shall at all times maintain its chief executive offices within the United States and shall at all times be organized under the laws of a jurisdiction located within the United States. (d) The Transferor will shall deliver to the Owner Trustee, each Controlling Entity and the Indenture Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement: (i) upon the execution and delivery of each amendment of this Agreement or any SupplementAgreement, an Opinion of Counsel to the effect specified in Exhibit H-1EXHIBIT D-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iiisubsection 2.09(c)(ix) with respect to the inclusion of Automatic Additional Accounts Aggregate Additions to be designated as Accounts, an Opinion of Counsel substantially in the form of Exhibit H-2EXHIBIT D-2, and (iii) on each date specified in subsection 2.09(e)(vii), with respect to any New Accounts included as Accounts, an Opinion of Counsel substantially in the form of EXHIBIT D-2, (iv) on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(asubsection 2.09(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 EXHIBITS D-1 and D-2 but conformed to the extent appropriate to relate to Participation Interests; and (iiiv) on or before April 30 of each year, beginning with April 30, 2003, an Opinion of Counsel substantially in the form of Exhibit H-2EXHIBIT D-3.

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, any Supplement, all amendments and supplements hereto and and/or all financing statements, amendments to financing statements and amendments thereto and any other necessary documents covering the Certificateholders’ and the Trustee’s right, title and interest to of the Trust and in the Trust Assets property conveyed hereunder to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and the Trustee hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Each Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraphsubsection 13.02(a). (b) The Within 30 days after a Transferor shall not makes any change in its name or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under organization, such Transferor shall give the UCC Trustee notice of any such change and other applicable law shall file such financing statements or amendments thereto as are may be necessary to continue and maintain the first-priority perfected ownership or security interest perfection of the Trustee Trust's interest in the Trust Assets, and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproperty conveyed hereunder. (c) [Reserved]The Transferors and the Servicer will give the Trustee prompt written notice of any relocation of any office from which the Servicer services Receivables or keeps records concerning the Receivables or of its principal executive office and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing statement (or amendment thereto) or of any new financing statement and shall file such financing statements or amendments thereto as may be necessary to continue the perfection of the Trust's security interest in the Receivables and the proceeds thereof notwithstanding any relocation of any office from which the Servicer services Receivables or keeps records concerning the Receivables or of its principal executive office. The Servicer will at all times maintain each office from which it services Receivables, and the Transferors and the Servicer will at all times maintain their respective principal executive offices within the United States of America. (d) The Transferor Servicer will deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant SupplementTrustee: (i) upon the execution and delivery of each amendment of this Agreement or any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which date that any Additional Accounts (other than Automatic Additional Accounts) are to be designated as included in the Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as Accounts2.06 hereof, an Opinion of Counsel substantially in the form of Part One of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation InterestsG; and (iiiii) on or before April 30 March 1 of each year, beginning with April 30, 2003, 1993 an Opinion of Counsel Counsel, dated as of a date within 90 days of such day, substantially in the form of Exhibit H-2.H.

Protection of Right, Title and Interest to Trust. (a) The Transferor shall cause this Agreement, all amendments and supplements hereto and all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ Indenture Trustee’s and the TrusteeTrust’s right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders Indenture Trustee, Noteholders and the Trustee Trust hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor shall deliver to the Owner Trustee file and Indenture Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph. (b) The Within thirty (30) days after any Transferor makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (a) seriously misleading within the meaning of Section 9-402(7) (or any comparable provision) of the UCC, such Transferor shall not give the Owner Trustee and the Indenture Trustee written notice of any such change its name and shall file such financing statements or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust’s security interest of the Trustee or ownership interest in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]Each Transferor shall give the Owner Trustee and the Indenture Trustee prompt notice of any relocation of its chief executive office or any change in the jurisdiction under whose laws it is organized and whether, as a result of such relocation or change, 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 file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Trust’s security interest in the Receivables and the proceeds thereof. Each Transferor shall at all times maintain its chief executive offices within the United States and shall at all times be organized under the laws of a jurisdiction located within the United States. (d) The Transferor will shall deliver to the Owner Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement: Indenture Trustee (i) upon the execution and delivery of each amendment of this Agreement or any SupplementAgreement, an Opinion of Counsel to the effect specified in Exhibit H-1D-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iii) quarterly, with respect to the inclusion of Automatic Additional Accounts as Accounts, an Opinion of Counsel substantially in the form of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (bsubsection 2.09(a), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 Exhibits D-1 and D-2 but conformed to the extent appropriate to relate to Additional Accounts and Participation Interests; and (iii) on or before April 30 of each year, beginning with April 30, 20032015, an Opinion of Counsel substantially in the form of Exhibit H-2D-3.

Protection of Right, Title and Interest to Trust. (a) The Transferor shall cause this Agreement, all amendments and supplements hereto and all financing statements and amendments thereto and any other necessary documents covering the Certificateholders’ ' and the Trustee’s 's right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and the Trustee hereunder to all property comprising the Trust and the Trust Assets. The Transferor shall deliver to the Trustee file stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph. (b) The Transferor shall not change its name or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assets, and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assets. (c) [Reserved]The Transferor and the Servicer will at all times maintain each office from which it services Receivables within the United States. (d) The Transferor will deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement: : (i) upon the execution and delivery of each amendment of this Agreement or any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as Accounts, an Opinion of Counsel substantially in the form of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation Interests; and (iii) on or before April 30 of each year, beginning with April 30, 2003, an Opinion of Counsel substantially in the form of Exhibit H-2.

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, all amendments and supplements hereto and and/or all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ Certificateholders and the Trustee’s right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and or the Trustee Trustee, as the case may be, hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor Seller shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraphsubsection 13.02(a). (b) The Transferor shall not Within 30 days after the Seller makes any change in its name name, identity or its type corporate structure which would make any financing statement or jurisdiction continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of organization unless it has first (iSection 9-402(7) made all filings in all relevant jurisdictions under of the UCC as in effect in the State of Delaware, the Seller shall give the Trustee notice of any such change and other applicable law shall file such financing statements or amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust’s security interest of the Trustee in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]Each of the Seller and the Servicer will give the Trustee prompt written notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its chief executive office and whether, 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 file such financing statements or amendments as may be necessary to continue the perfection of the Trust’s security interest in the Receivables and the proceeds thereof. Each of the Seller and the Servicer will at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (d) The Transferor Servicer will deliver to the Trustee and any Series Enhancer entitled thereto pursuant with respect to the relevant Supplementclause (i) to Standard & Poor’s: (i) upon the execution and delivery of each amendment of this Agreement or any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which date that any Additional Accounts (other than Automatic Additional Accounts) are to be designated as included in the Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as Accounts2.06, an Opinion of Counsel substantially in the form of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation InterestsE; and (iiiii) on or before April 30 March 31 of each year, beginning with April 30March 31, 20031995, an Opinion of Counsel Counsel, substantially in the form of Exhibit H-2.F.

Protection of Right, Title and Interest to Trust. (a) The Transferor Master Servicer shall cause this Agreement, all amendments and supplements hereto and and/or all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ Certificateholders and the Trustee’s 's right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and or the Trustee Trustee, as the case may be, hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor Master Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Master Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraphsubsection 13.02(a). (b) The Within 30 days after the Transferor makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (a) above materially misleading within the meaning of the UCC, the Transferor shall not give the Trustee notice of any such change its name and shall file such financing statements or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust's security interest of the Trustee in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]Each of the Transferor and the Master Servicer will give the Trustee prompt written notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal executive office and whether, 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 file such financing statements or amendments as may be necessary to continue the perfection of the Trust's security interest in the Receivables and the proceeds thereof. Each of the Transferor and the Master Servicer will at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (d) The Transferor Master Servicer will deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement: (i) upon the execution and delivery of each amendment of this Agreement or any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as Accounts, an Opinion of Counsel substantially in the form of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation Interests; and (iii) on or before April 30 March 31 of each year, beginning with April 30March 31, 20031999, an Opinion of Counsel substantially in Counsel, confirming the form of Exhibit H-2perfection opinion delivered on any Closing Date.

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, all amendments and supplements hereto and and/or all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ and the Trustee’s Trust's right, title and interest in and to the Trust Receivables and the Trust Assets Collateral Security to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and the Trustee hereunder Trust hereunder. The Servicer shall deliver to all property comprising the Trust and the Trust Assets. The Transferor shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor Seller shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraphSection 13.02(a). (b) The Transferor shall not Within 30 days after the Seller or the Servicer makes any change in its name name, identity or its type corporate structure which would make any financing statement or jurisdiction continuation statement filed in accordance with Section 13.02(a) seriously misleading within the meaning of organization unless it has first (i) made all filings in all relevant jurisdictions under Section 9-506 of the UCC (including as a result of a Designated Affiliate Transfer), the Seller shall give the Trust, the Trustee and other applicable law any Agent notice of any such change and shall file such financing statements or amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust's security interest of the Trustee in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]. (d) The Transferor Seller and the Servicer will deliver to give the Trust, the Trustee and any Series Enhancer entitled thereto pursuant to Agent prompt written notice of any relocation of any office from which it services Receivables or keeps records concerning the relevant Supplement: (i) upon Receivables or of its principal executive office and whether, as a result of such relocation, the execution and delivery applicable provisions of each the UCC would require the filing of any amendment of this Agreement any previously filed financing or continuation statement or of any Supplement, an Opinion new financing statement and shall file such financing statements or amendments as may be necessary to perfect or to continue the perfection of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as Accounts, an Opinion of Counsel substantially Trust's security interest in the form of Exhibit H-2, Receivables and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation Interests; and (iii) on or before April 30 of each year, beginning with April 30, 2003, an Opinion of Counsel substantially in the form of Exhibit H-2.proceeds

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, all amendments and supplements hereto and all financing statements and amendments thereto to financing statements and any other necessary documents covering the Certificateholders’ and the Trustee’s right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and the Trustee hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor Transferors shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph. (b) The Within 30 days after any Transferor shall not makes any change in its name or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under organization, such Transferor shall give the UCC Trustee notice of any such change and other applicable law shall file such financing statements or amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust’s security interest of the Trustee or ownership interest in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]Each Transferor and the Servicer shall give the Trustee prompt notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal executive office and whether, 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 amendments to financing statement or of any new financing statement and shall file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Trust’s security interest in the Receivables and the proceeds thereof. Each Transferor and the Servicer shall at all times maintain each office from which it services Receivables and its principal executive offices within the United States. The Trustee shall give each Transferor and the Servicer prompt notice of any change in the name of the Trustee or any change in the Trustee’s address as shown on any financing statement filed in connection with the transactions contemplated by this Agreement or any Supplement if the address so shown ceases to be an address from which information concerning the Trustee’s (on behalf of the Trust) security interest or ownership interest in the Receivables and the proceeds thereof can be obtained. The Transferors shall file such financing statements or amendments as may be necessary to continue the perfection of the Trust’s security interest or ownership interest in the Receivables and the proceeds thereof. (d) The Transferor will Servicer shall deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement: (i) upon the execution and delivery of each amendment of this Agreement pursuant to Section 13.01 or any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1E-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iiisubsection 2.09(c)(ix) with respect to the inclusion of Automatic Additional Accounts Aggregate Additions to be designated as Accounts, an Opinion of Counsel substantially in the form of Exhibit H-2E-2, and (iii) semiannually, with respect to any New Accounts included as Accounts, an Opinion of Counsel substantially in the form of Exhibit E-2, (iv) on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(asubsection 2.09(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 Exhibits E-1 and E-2 but conformed to the extent appropriate to relate to Participation Interests; and (iiiv) on or before April 30 March 31 of each year, beginning with April 30March 31, 20032019, an Opinion of Counsel substantially in the form of Exhibit H-2E-3; and (vi) in connection with the occurrence of any event contemplated by Section 7.02 or Section 7.05, the Opinions of Counsel and the Tax Opinion specified therein.

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, all amendments and supplements hereto and all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ ' and the Trustee’s 's right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and the Trustee hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph. (b) The Within 30 days after the Transferor makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (a) seriously misleading within the meaning of Section 9-402(7) (or any comparable provision) of the UCC, such Transferor shall not give the Trustee notice of any such change its name and shall file such financing statements or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust's security interest of the Trustee or ownership interest in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]The Transferor and the Servicer shall give the Trustee prompt notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal executive office and whether, 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 file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Trust's security interest in the Receivables and the proceeds thereof. The Transferor and the Servicer shall at all times maintain each office from which it services Receivables and its principal executive offices within the United States. (d) The Transferor will Servicer shall deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement: (i) upon the execution and delivery of each amendment of this Agreement or any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1E-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iiisubsection 2.9(c)(ix) with respect to the inclusion of Automatic Additional Accounts Aggregate Additions to be designated as Accounts, an Opinion of Counsel substantially in the form of Exhibit H-2E-2, and (iii) semiannually, with respect to any New Accounts included as Accounts, an Opinion of Counsel substantially in the form of Exhibit E-2, (iv) on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(asubsection 2.9(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 Exhibits E-1 and E-2 but conformed to the extent appropriate to relate to Participation Interests; and (iiiv) on or before April 30 March 31 of each year, beginning with April 30March 31, 20031998, an Opinion of Counsel substantially in the form of Exhibit H-2E-3.

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, all amendments and supplements hereto and and/or all financing statements and amendments thereto continuation statements and any other necessary documents covering the Certificateholders’ ' and the Trustee’s 's right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and the Trustee hereunder to all property comprising the Trust and the Trust AssetsTrust. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor Sellers shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph. (b) The Transferor Within 30 days after any of the Sellers makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (a) seriously misleading within the meaning of Section 9-402(7) (or any comparable provision) of the UCC, such Seller shall not give the Trustee notice of any such change its name and shall file such financing statements or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law amendments as are may be necessary to continue and maintain the first-priority perfected ownership or perfection of the Trust's security interest of the Trustee in the Trust Assets, Receivables and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assetsproceeds thereof. (c) [Reserved]Each Seller and the Servicer will give the Trustee prompt notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal executive office and whether, 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 file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Trust's security interest in the Receivables and the proceeds thereof. Each Seller and the Servicer will at all times maintain each office from which it services Receivables and its principal executive offices within the United States. (d) The Transferor Servicer will deliver to the Trustee and any each Series Enhancer entitled thereto pursuant to the relevant Supplement: Enhancer: (i) upon the execution and delivery of each amendment of this Agreement or any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) upon the execution and delivery of each amendment of Article I, II, III or IV or of any Supplement, other than amendments pursuant to Section 13.01(a), on each Addition Date on which any Additional Lump Addition Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a2.09(a) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as Accounts, an Opinion of Counsel substantially in the form of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b2.09(c), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation Interests; and (iii) on or before April 30 of each year, beginning with April 30, 2003, an Opinion of Counsel substantially in the form of Exhibit H-2.

Protection of Right, Title and Interest to Trust. (a) The Transferor Servicer shall cause this Agreement, any Supplement, all amendments and supplements hereto and and/or all financing statements, amendments and continuation statements and amendments thereto and any other necessary documents covering the Certificateholders’ and the Trustee’s right, title and interest to of the Trust and in the Trust Assets property conveyed hereunder to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and the Trustee hereunder to all property comprising the Trust Property and to maintain the perfection and priority of the security interest of the Trustee in the Receivables and the Trust Assetsproceeds thereof. The Transferor Servicer shall deliver to the Trustee file file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraphSection 13.2. (b) The Transferor shall not change its name or its type name, identity, organizational structure or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assets, Receivables and the other property conveyed to the Trustee hereunder and (ii) delivered to the TrusteeServicer, with a copy to any Series Enhancer, the Trustee and each Rating Agency an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust AssetsReceivables conveyed to the Trustee hereunder and the proceeds thereof. (c) [Reserved]The Servicer will at all times maintain each office from which it services Receivables within the United States. (d) The Transferor will deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplementeach Rating Agency: (i) upon the execution and delivery of each amendment of this Agreement or any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which date that any Additional Accounts (other than Automatic Additional Accounts) are to be designated as included in the Accounts pursuant to Section 2.08(a) or 2.6 (b) and on each date specified in other than Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as Accounts2.6(d)), an Opinion of Counsel substantially in the form of Part One of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation InterestsG; and (iiiii) on or --------- before April June 30 of each year, beginning with April June 30, 20032002, an Opinion of Counsel Counsel, dated as of a date within 90 days of such day, substantially in the form of 106 Exhibit H-2.H. ---------