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

Protection of Right, Title and Interest to Trust. (a) Each Seller shall deliver to the Trustee file-stamped copies of, or filing receipts for, any financing statement recorded, registered or filed as provided in SECTION 2.7 above, as soon as available following such recording, registration or filing. (b) Within 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 SECTION 10.2(a) above materially misleading within the meaning of the UCC, such Seller shall give the Trustee written notice of any such change and shall file such financing statements or amendments as may be necessary to continue the perfection of the Trust's security interest in the Purchased Receivables and the proceeds thereof. (c) Each Seller and the Servicer will give the Trustee prompt written notice of any relocation of any office from which it services Purchased Receivables or keeps records concerning the Purchased Receivables (including the establishment of any office from which it services the Purchased Receivables or keeps records concerning the Purchased 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 Purchased Receivables and the proceeds thereof.

Protection of Right, Title and Interest to Trust. (a) Each Seller The Servicer shall cause this Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Certificateholders' and the Trustee's right, title, and interest in and to the Trust 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. The Servicer shall deliver to the Trustee file-stamped copies of, or filing receipts for, any financing statement document recorded, registered or filed as provided in SECTION 2.7 above, as soon as available following such recording, registration or filing. The 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 Section 13.02(a). (b) Within 30 days after any the Seller or the Servicer makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with SECTION 10.2(aSection 13.02 (a) above materially seriously misleading within the meaning of Section 9-402(7) of the UCCUCC as in effect in Michigan (including as a result of a Designated Affiliate Transfer), such the Seller shall give the Trustee written and any Agent notice of any such change and shall file such financing statements or amendments as may be necessary to continue the perfection of the Trust's security interest in the Purchased Receivables and the proceeds thereof. (c) Each The Seller and the Servicer will give the Trustee and any Agent prompt written notice of any relocation of any office from which it services Purchased Receivables or keeps records concerning the Purchased Receivables (including the establishment of any office from which it services the Purchased Receivables or keeps records concerning the Purchased 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 Purchased 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 Servicer will deliver to the Trustee, any Agent and any 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 G-1; (ii) on each Addition Date on which any Additional Accounts are to be included as the Accounts pursuant to Section 2.05(a) or (b), an Opinion of Counsel substantially in the form of Exhibit G-2; and (iii) on or before March 31 of each year, beginning with March 31, 1992, an opinion of Counsel substantially in the form of Exhibit G-2.

Protection of Right, Title and Interest to Trust. (a) Each Seller The Servicer shall cause this Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Certificateholders and the Trustee’s right, title and interest to the Trust 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 or the Trustee, as the case may be, hereunder to all property comprising the Trust. The Servicer shall deliver to the Trustee file-stamped copies of, or filing receipts for, any financing statement document recorded, registered or filed as provided in SECTION 2.7 above, as soon as available following such recording, registration or filing. The 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 subsection 13.02(a). (b) Within 30 days after any the Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with SECTION 10.2(aparagraph (a) above materially seriously misleading within the meaning of Section 9-506 of the UCCUCC as in effect in the State of Delaware, such the Seller shall give the Trustee written notice of any such change and shall file such financing statements or amendments as may be necessary to continue the perfection of the Trust's ’s security interest in the Purchased Receivables and the proceeds thereof. (c) Each of the Seller and the Servicer will give the Trustee prompt written notice of any relocation of any office from which it services Purchased Receivables or keeps records concerning the Purchased Receivables (including the establishment of any office from which it services the Purchased Receivables or keeps records concerning the Purchased Receivables) or of its principal chief executive office or main 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 ’s security interest in the Purchased 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 Servicer will deliver to the Trustee and with respect to clause (i) to Standard & Poor’s and Fitch: (i) upon each date that any Additional Accounts are to be included in the Accounts pursuant to Section 2.06, an Opinion of Counsel substantially in the form of Exhibit E; and (ii) on or before March 31 of each year, beginning with March 31, 1995, an Opinion of Counsel, substantially in the form of Exhibit F.

Protection of Right, Title and Interest to Trust. (a) Each Seller The Servicer shall cause this Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Certificateholders and the Trustee's right, title and interest to the Trust 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 or the Trustee, as the case may be, hereunder to all property comprising the Trust. The Servicer shall deliver to the Trustee file-stamped copies of, or filing receipts for, any financing statement document recorded, registered or filed as provided in SECTION 2.7 above, as soon as available following such recordingrecordings, 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 subsection 13.2(a). (b) Within 30 thirty (30) days after any Seller 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 SECTION 10.2(aparagraph (a) above materially seriously misleading within the meaning of Section 9-402(7) of the UCCUCC as in effect in the Relevant UCC State, such Seller the Transferor shall give the Trustee written notice of any such change and shall file such financing statements or amendments as may be necessary to continue the perfection of the Trust's security interest in the Purchased Receivables and the proceeds thereof. (c) Each Seller of the Transferor and the Servicer will give the Trustee prompt written notice of any relocation of any office from which it services Purchased Receivables or keeps records concerning the Purchased Receivables (including the establishment of any office from which it services the Purchased Receivables or keeps records concerning the Purchased 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 previ- ously 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 Purchased 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 Servicer will deliver to the Trustee on or before April 30 of each year, beginning with April 30, 1998, an Opinion of Counsel, substantially in the form of Exhibit F.

Protection of Right, Title and Interest to Trust. (a) Each Seller The Servicer shall cause this Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Certificateholders and the Trustee's right, title and interest to the Trust 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 or the Trustee, as the case may be, hereunder to all property comprising the Trust. The Servicer shall deliver to the Trustee file-stamped copies of, or filing receipts for, any financing statement document recorded, registered or filed as provided in SECTION 2.7 above, as soon as available following such recording, registration or filing. The Transferor shall 142 148 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 subsection 13.2(a). (b) Within 30 days after any Seller 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 SECTION 10.2(aparagraph (a) above materially misleading within the meaning of Section 9-402(7) of the UCCUCC as in effect in the Relevant UCC State, such Seller the Transferor shall give the Trustee written notice of any such change and shall file such financing statements or amendments as may be necessary to continue the perfection of the Trust's security interest in the Purchased Receivables and the proceeds thereof. (c) Each Seller of the Transferor and the Servicer will give the Trustee prompt written notice of any relocation of any office from which it services Purchased Receivables or keeps records concerning the Purchased Receivables (including the establishment of any office from which it services the Purchased Receivables or keeps records concerning the Purchased 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 Purchased 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 Servicer will deliver to the Trustee: (i) upon each date that any Supplemental Accounts are to be included in the Accounts pursuant to subsection 2.6(c), an Opinion of Counsel substantially in the form of Exhibit F; and (ii) on or before March 31 of each year, beginning with March 31, 1998, an Opinion of Counsel, substantially in the form of Exhibit G.

Protection of Right, Title and Interest to Trust. (a) Each Seller The Servicer shall cause this Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Certificateholders and the Trustee's right, title and interest to the Trust 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 or the Trustee, as the case may be, hereunder to all property comprising the Trust. The Servicer shall deliver to the Trustee file-stamped copies of, or filing receipts for, any financing statement document recorded, registered or filed as provided in SECTION 2.7 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 subsection 13.02(a). 100 (b) Within 30 days after any Seller 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 SECTION 10.2(aparagraph (a) above materially misleading within the meaning of Section 9-506 of the UCCUCC as in effect in the State of Delaware, such Seller the Transferor shall give the Trustee written notice of any such change and shall file such financing statements or amendments as may be necessary to continue the perfection of the Trust's security interest in the Purchased Receivables and the proceeds thereof. (c) Each Seller of the Transferor and the Servicer will give the Trustee prompt written notice of any relocation of any office from change in the jurisdiction in which it services Purchased Receivables or keeps records concerning is located (as such location is determined pursuant to Section 9-307 of the Purchased Receivables (including the establishment of any office from which it services the Purchased Receivables or keeps records concerning the Purchased ReceivablesUCC) 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 Purchased 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: (i) upon each date that any Additional Accounts are to be included in the Accounts pursuant to Section 2.06, an Opinion of Counsel substantially in the form of Exhibit E; and (ii) on or before March 31 of each year, beginning with March 31, 1992, an Opinion of Counsel, substantially in the form of Exhibit F.

Protection of Right, Title and Interest to Trust. (a) Each Seller The Servicer (or the Transferor, if a Successor Servicer is Servicer) shall cause this Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Holders and the Trustee's right, title and interest to the Trust 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 Holders or the Trustee, as the case may be, hereunder to all property comprising the Trust. The Servicer shall deliver to the Trustee file-stamped copies of, or filing receipts for, any financing statement document recorded, registered or filed as provided in SECTION 2.7 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 subsection 13.2(a). (b) Within 30 days after any Seller 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 SECTION 10.2(asubsection (a) above materially seriously misleading within the meaning of Section 9-402(7) of the UCCUCC as in effect in the States of Delaware and/or New York, such Seller the Transferor shall give the Trustee written notice of any such change and shall file such financing statements or amendments as may be necessary to continue the perfection of the Trust's security interest in the Purchased Receivables and the proceeds thereof. In addition, if the UCC as in effect in the States of Delaware and/or New York shall have been revised, within 30 days of such revision, the Transferor shall (i) give the Trustee notice thereof and (ii) 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. (c) Each Seller of the Transferor and the Servicer will give the Trustee prompt written notice of any relocation of any office from which it services Purchased Receivables or keeps records concerning the Purchased Receivables (including the establishment of any office from which it services the Purchased Receivables or keeps records concerning the Purchased 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 Purchased 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.

Protection of Right, Title and Interest to Trust. (a) Each Seller The Servicer shall cause this Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Certificateholders, the Trustee's and the Collateral Agent's right, title and interest to the Trust and the Spread Account 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, the Trustee or the Collateral Agent, as the case may be, hereunder to all property comprising the Trust. The Servicer shall deliver to the Trustee and the Collateral Agent, appropriate file-stamped copies of, or filing receipts for, any financing statement document recorded, registered or filed as provided in SECTION 2.7 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 subsection 12.2(a). (b) Within 30 days after any Seller 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 SECTION 10.2(aparagraph (a) above materially seriously misleading within the meaning of Section 9-402(7) of the UCCUCC as in effect in the State of Delaware, such Seller the Transferor shall give the Trustee written and the Collateral Agent notice of any such change and shall file such financing statements or amendments as may be necessary to continue the perfection of the Trust's security interest in the Purchased Receivables and the proceeds thereof. (c) Each Seller of the Transferor and the Servicer will give the Trustee and the Collateral Agent prompt written notice of any relocation of any office from which it services Purchased Receivables or keeps records concerning the Purchased Receivables (including the establishment of any office from which it services the Purchased Receivables or keeps records concerning the Purchased Receivables) or of its principal executive office and whether, as a result of such relocation, the applicable provisions of the Relevant 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 Purchased 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 chief executive office within the United States of America. As of the Closing Date, the chief executive offices of the Transferor and Servicer, respectively, are located at the applicable addresses specified in Section 12.5. (d) the Servicer shall deliver to the Trustee and the Collateral Agent, as applicable: (i) upon the execution and delivery of this Agreement, an Opinion of Counsel either stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given; and (ii) on or before March 31 of each year, commencing with March 31, 1998, an Opinion of Counsel, dated as of such date, either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee in the Receivables, and reciting the details of such filings or referring to prior opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest prior to March 31 of the next succeeding calendar year.

Protection of Right, Title and Interest to Trust. (a) Each Seller The Servicer shall cause this Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Certificateholders and the Trustee's right, title and interest to the Trust 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 or the Trustee, as the case may be, hereunder to all property comprising the Trust. The Servicer shall deliver to the Trustee file-stamped copies of, or filing receipts for, any financing statement document recorded, registered or filed as provided in SECTION 2.7 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 subsection 13.2(a). (b) Within 30 days after any Seller 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 SECTION 10.2(aparagraph (a) above materially misleading within the meaning of Section 9-402(7) of the UCCUCC as in effect in the Relevant UCC State, such Seller the Transferor shall give the Trustee written notice of any such change and shall file such financing statements or amendments as may be necessary to continue the perfection of the Trust's security interest in the Purchased Receivables and the proceeds thereof. (c) Each Seller of the Transferor and the Servicer will give the Trustee prompt written notice of any relocation of any office from which it services Purchased Receivables or keeps records concerning the Purchased Receivables (including the establishment of any office from which it services the Purchased Receivables or keeps records concerning the Purchased 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 Purchased 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 Servicer will deliver to the Trustee: (i) upon each date that any Supplemental Accounts are to be included in the Accounts pursuant to subsection 2.6(c), an Opinion of Counsel substantially in the form of Exhibit F; and (ii) on or before March 31 of each year, beginning with March 31, 1994, an Opinion of Counsel substantially in the form of Exhibit G.

Protection of Right, Title and Interest to Trust. (a) Each Seller The Servicer shall cause this Agreement, each Supplement, and all certificates of assignment, agreements and documents, and all amendments hereto and thereto and/or all financing statements and continuation statements and any other necessary documents covering the Trust's and the Certificateholders' right, title and interest to the property comprising the Trust 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 or the Trust, as the case may be, hereunder to all property comprising the Trust. The Servicer shall deliver to the Trustee file-stamped copies of, or filing receipts for, any financing statement document recorded, registered or filed as provided in SECTION 2.7 above, as soon as available following such recording, registration or filing. (b) . The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and shall execute any and all documents reasonably required to fulfill the intent of this Section 13.2(a). Within 30 days after any Seller the Transferor or the Trustee makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with SECTION 10.2(aparagraph (a) above or any Supplement materially misleading within the meaning of Section 9-506 of the UCC, such Seller the Transferor or the Trustee, as applicable, shall give the Trustee written or the Transferor, as applicable, notice of any such change and the Transferor shall file such financing statements or amendments as may be necessary to continue the perfection of the Trust's security interest in the Purchased Receivables property comprising the Trust and the proceeds thereof. (c) thereof as contemplated by Section 2.1 hereof. Each Seller of the Transferor and the Servicer will shall give the Trustee prompt written notice of any relocation of any office from which it services Purchased Receivables or keeps records concerning the Purchased Receivables (including the establishment of any office from which it services the Purchased Receivables or keeps records concerning the Purchased 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 interests in the Purchased Receivables and the proceeds thereof. Each of the Transferor and the Servicer shall at all times maintain each office from which it services Receivables and its principal executive office within the United States of America.

Protection of Right, Title and Interest to Trust. (a) Each Seller The Servicer shall cause this Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Certificateholders and the Trustee's right, title and interest to the Trust 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 or the Trustee, as the case may be, hereunder to all property comprising the Trust. The Servicer shall deliver to the Trustee file-stamped copies of, or filing receipts for, any financing statement document recorded, registered or filed as provided in SECTION 2.7 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 subsection 13.02(a). (b) Within 30 days after any Seller 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 SECTION 10.2(aparagraph (a) above materially misleading within the meaning of Section 9-402(7) of the UCCUCC as in effect in the State of Delaware, such Seller the Transferor shall give the Trustee written notice of any such change and shall file such financing statements or amendments as may be necessary to continue the perfection of the Trust's security interest in the Purchased Receivables and the proceeds thereof. (c) Each Seller of the Transferor and the Servicer will give the Trustee prompt written notice of any relocation of any office from which it services Purchased Receivables or keeps records concerning the Purchased Receivables (including the establishment of any office from which it services the Purchased Receivables or keeps records concerning the Purchased 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 Purchased 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 Servicer will deliver to the Trustee: (i) upon each date that any Additional Accounts are to be included in the Accounts pursuant to Section 2.06, an Opinion of Counsel substantially in the form of Exhibit E; and (ii) on or before March 31 of each year, beginning withMarch 31, 1992, an Opinion of Counsel, substantially in the form of Exhibit F.

Protection of Right, Title and Interest to Trust. (a) Each Seller The Servicer shall cause this Agreement, all amendments hereto and all financing statements and continuation statements and any other necessary documents covering the Certificateholders' and the Trustee's right, title and interest in and to the Trust 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 to preserve and protect fully the right, title and interest of the Certificate- holders and the Trustee hereunder in and to all property comprising the Trust. The Servicer shall deliver to the Trustee file-stamped copies of, or filing receipts for, any financing statement each document recorded, registered or filed as provided in SECTION 2.7 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 Section 13.02(a). (b) Within 30 45 days after any Seller the Transferor makes any change in its name, identity or corporate legal structure which would make any financing statement or continuation statement filed in accordance 99 106 with SECTION 10.2(a) above materially the terms of this Agreement seriously misleading within the meaning of Section 9-402(7) (or any comparable provision) of the UCCUCC as in effect in the jurisdiction the law of which governs the perfection of the interest in the Trust Assets created hereunder, such Seller the Transferor shall give the Trustee written notice of any such change and shall file such financing statements or amendments as may be necessary to continue the perfection of the Trust's security interest in the Purchased Receivables Trust Assets and the proceeds thereofthereof contemplated by Section 2.01. (c) Each Seller The Transferor and the Servicer will give the Trustee prompt written notice of any relocation of any the office from which it services Purchased Receivables or keeps records concerning the Purchased Receivables (including the establishment of any office from which it services the Purchased Receivables or keeps records concerning the Purchased 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 Purchased Receivables and the other Trust Assets and the proceeds thereofthereof 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 America.