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

Protection of Right, Title and Interest to Trust. (a) The Servicer shall cause this Agreement, all amendments and supplements hereto and all financing statements and continuation statements and any other necessary documents covering the Securityholders' 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 Securityholders 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 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) 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 give the Trustee 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 or ownership interest in the Receivables and the proceeds thereof. (c) 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 Servicer shall deliver to the 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 E-1; (ii) on each date specified in subsection 2.9(c)(ix) with respect to Aggregate Additions to be designated as Accounts, an Opinion of Counsel substantially in the form of Exhibit E-2, (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 subsection 2.9(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibits E-1 and E-2 but conformed to the extent appropriate to relate to Participation Interests; and (v) on or before March 31 of each year, beginning with March 31, 1998, an Opinion of Counsel substantially in the form of Exhibit E-3. Section 13.3

Protection of Right, Title and Interest to Trust. (a) The Servicer shall cause this Agreement, all amendments and supplements hereto and all financing statements and continuation statements and any other necessary documents covering the SecurityholdersCertificateholders' 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 Securityholders 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 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) 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 give the Trustee 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 or ownership interest in the Receivables and the proceeds thereof. (c) 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 Servicer shall deliver to the 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 E-1; (ii) on each date specified in subsection 2.9(c)(ix) with respect to Aggregate Additions to be designated as Accounts, an Opinion of Counsel substantially in the form of Exhibit E-2, (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 subsection 2.9(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibits E-1 and E-2 but conformed to the extent appropriate to relate to Participation Interests; and (v) on or before March 31 of each year, beginning with March 31, 1998, an Opinion of Counsel substantially in the form of Exhibit E-3. Section 13.3

Protection of Right, Title and Interest to Trust. (a) The Servicer shall cause this Agreement, each Supplement, and all certificates of assignment, agreements and documents, and all amendments and supplements hereto and thereto and/or all financing statements and continuation statements and any other necessary documents covering the Securityholders' Trust's and the Trustee's 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 Securityholders and Certificateholders or the Trustee 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 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 shall execute any and all documents reasonably required to fulfill the intent of this paragraphSection 13.2(a). (b) Within 30 days after 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 paragraph (a) seriously above or any Supplement materially misleading within the meaning of Section 9-402(7) (or any comparable provision) 506 of the UCC, such the Transferor or the Trustee, as applicable, shall give the Trustee 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 or ownership interest in the Receivables property comprising the Trust and the proceeds thereofthereof as contemplated by Section 2.1 hereof. (c) The Each of the Transferor and the Servicer shall 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 interests in the Receivables and the proceeds thereof. The Each of the Transferor and the Servicer shall at all times maintain each office from which it services Receivables and its principal executive offices office within the United States. (d) The Servicer shall deliver to the Trustee (i) upon the execution and delivery States of each amendment of this Agreement or any Supplement, an Opinion of Counsel to the effect specified in Exhibit E-1; (ii) on each date specified in subsection 2.9(c)(ix) with respect to Aggregate Additions to be designated as Accounts, an Opinion of Counsel substantially in the form of Exhibit E-2, (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 subsection 2.9(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibits E-1 and E-2 but conformed to the extent appropriate to relate to Participation Interests; and (v) on or before March 31 of each year, beginning with March 31, 1998, an Opinion of Counsel substantially in the form of Exhibit E-3. Section 13.3America.

Protection of Right, Title and Interest to Trust. (a) The Servicer shall cause this Agreement, all amendments and supplements hereto and and/or all financing statements and continuation statements and any other necessary documents covering the Securityholders' Securityholders 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 Securityholders and or the Trustee 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 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) 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 above materially misleading within the meaning of Section 9-402(7) (or any comparable provision) of the UCCUCC as in effect in the Relevant UCC State, such 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 or ownership interest in the Receivables and the proceeds thereof. (c) The Each of the Transferor and the Servicer shall 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 Each of the Transferor and the Servicer shall will at all times maintain each office from which it services Receivables and its principal executive offices office within the United StatesStates of America. (d) The Servicer shall will deliver to the 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 E-1; (ii) on each date specified in subsection 2.9(c)(ix) with respect to Aggregate Additions to be designated as Accounts, an Opinion of Counsel substantially in the form of Exhibit E-2, (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 subsection 2.9(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibits E-1 and E-2 but conformed to the extent appropriate to relate to Participation Interests; and (v) on or before March 31 of each year, beginning with March 31, 19981996, an Opinion of Counsel, substantially in the form of Exhibit E and 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 E-3. I. Section 13.3

Protection of Right, Title and Interest to Trust. (a) The Servicer shall cause this Agreement, all amendments and supplements hereto and all financing statements and continuation statements and any other necessary documents covering the SecurityholdersCertificateholders' 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 Securityholders 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 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) Within 30 days after any of the Transferor 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 Transferor Seller shall give the Trustee 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 or ownership interest in the Receivables and the proceeds thereof. (c) The Transferor Each Seller and the Servicer shall 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 96 security interest in the Receivables and the proceeds thereof. The Transferor Each Seller and the Servicer shall will at all times maintain each office from which it services Receivables and its principal executive offices within the United States. (d) The Servicer shall will deliver to the Trustee 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 E-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 subsection 2.08(a) or (b) and on each date specified in subsection 2.9(c)(ix2.08(d)(iii) with respect to Aggregate Additions to be designated the designation of Automatic Additional Accounts as Accounts, an Opinion of Counsel substantially in the form of Exhibit E-2G-2, (iii) semiannually, with respect to any New Accounts included as Accounts, an Opinion of Counsel substantially in the form of Exhibit E-2, (iv) and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to subsection 2.9(a2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibits E-1 and E-2 Exhibit G-2 but conformed to the extent appropriate to relate to Participation Interests; and (viii) on or before March 31 of each year, beginning with March 31, 19981995, an Opinion of Counsel substantially in the form of Exhibit E-3. Section 13.3G-2.

Protection of Right, Title and Interest to Trust. (a) The Servicer shall cause this Agreement, all amendments and supplements hereto and and/or all financing statements and continuation statements and any other necessary documents covering the SecurityholdersHolders' and the Trustee's right, title and interest to the Trust 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 Securityholders and Holders or Trustee, as the Trustee 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 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) 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 subsection (a) seriously misleading within the meaning of Section 9-402(7) (or any comparable provision) of the UCCUCC as in effect in the State of Louisiana, such Transferor shall give the Trustee 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 or ownership interest in the Receivables and the proceeds thereof. (c) The Each of Transferor and the Servicer shall 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 Each of Transferor and the Servicer shall will at all times maintain each office from which it services Receivables and its principal executive offices office within the United StatesStates of America. (d) The Servicer shall will deliver to the Trustee 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 E-1; (ii) on each date specified in subsection 2.9(c)(ix) with respect to Aggregate Additions that any Additional Accounts are to be designated as Accountsincluded in the Accounts pursuant to subsection 2.6(a) or (b), an Opinion of Counsel substantially in the form of Exhibit E-2, (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 subsection 2.9(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibits E-1 and E-2 but conformed to the extent appropriate to relate to Participation InterestsE; and (vii) on or before March 31 of each year, beginning with March 31, 1998, an Opinion of Counsel Counsel, substantially in the form of Exhibit E-3F. (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. Section SECTION 13.3