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

Protection of Right, Title and Interest to Trust Assets. (a) The Depositor shall cause this Trust Agreement, all amendments hereof and supplements hereto and all financing statements, continuation statements and any other necessary documents covering the right, title and interest of the Holders of the Up-MACRO Tradeable Shares and of the Trustee in and to 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 Holders of the Up-MACRO Tradeable Shares and the Trustee hereunder in and to all property comprising the Trust Assets. The Depositor 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. (b) 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) above seriously misleading within the meaning of Section 9-402(7) (or any comparable provision) of the UCC, the Depositor shall give the Trustee notice of such change and shall file such financing statements or amendments as may be necessary to continue the perfection of the Up-MACRO Tradeable Trust's security interest in the Trust Assets and the proceeds thereof. (c) The Depositor shall give the Trustee prompt notice of any relocation of its principal executive offices or of any office from which it performs its duties hereunder or keeps records concerning this transaction. If, as a result of any such relocation, the applicable provisions of the UCC require the filing of any new financing statement or of any amendment to any previously filed financing or continuation statement, the Depositor shall file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Up-MACRO Tradeable Trust's security interest in the Trust Assets and the proceeds thereof. The Depositor shall at all times maintain its principal executive offices and each office from which it performs its duties hereunder within the United States.

Protection of Right, Title and Interest to Trust Assets. (a) The Depositor shall cause this Trust Agreement, all amendments hereof and supplements hereto and all financing statements, continuation statements and any other necessary documents covering the right, title and interest of the Holders of the UpDown-MACRO Tradeable Shares and of the Trustee in and to 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 Holders of the UpDown-MACRO Tradeable Shares and the Trustee hereunder in and to all property comprising the Trust Assets. The Depositor 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. (b) 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) above seriously misleading within the meaning of Section 9-402(7) (or any comparable provision) of the UCC, the Depositor shall give the Trustee notice of such change and shall file such financing statements or amendments as may be necessary to continue the perfection of the UpDown-MACRO Tradeable Trust's security interest in the Trust Assets and the proceeds thereof. (c) The Depositor shall give the Trustee prompt notice of any relocation of its principal executive offices or of any office from which it performs its duties hereunder or keeps records concerning this transaction. If, as a result of any such relocation, the applicable provisions of the UCC require the filing of any new financing statement or of any amendment to any previously filed financing or continuation statement, the Depositor shall file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the UpDown-MACRO Tradeable Trust's security interest in the Trust Assets and the proceeds thereof. The Depositor shall at all times maintain its principal executive offices and each office from which it performs its duties hereunder within the United States.

Protection of Right, Title and Interest to Trust Assets. (a) The Depositor shall cause this Trust Agreement, all amendments hereof and supplements hereto and all financing statements, continuation statements and any other necessary documents covering the right, title and interest of the Holders of the Up-MACRO Tradeable Shares Up MacroShares and of the Trustee in and to 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 Holders of the Up-MACRO Tradeable Shares Up MacroShares and the Trustee hereunder in and to all property comprising the Trust Assets. Not later than the Closing Date, the Depositor shall file a financing statement covering the interest of the Down Trustee, on behalf of the Down Trust, in the Trust Assets which shall secure the obligations of the Up Trust to the Down Trust under the Income Distribution Agreement and the Settlement Contracts. The Depositor 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. (b) 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) above seriously misleading within the meaning of Section 9-402(7) (or any comparable provision) of the UCC, the Depositor shall give the Trustee notice of such change and shall file such financing statements or amendments as may be necessary to continue the perfection of the Up-MACRO Tradeable Up Trust's security interest in the Trust Assets and the proceeds thereof. (c) The Depositor shall give the Trustee prompt notice of any relocation of its principal executive offices or of any office from which it performs its duties hereunder or keeps records concerning this transaction. If, as a result of any such relocation, the applicable provisions of the UCC require the filing of any new financing statement or of any amendment to any previously filed financing or continuation statement, the Depositor shall file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Up-MACRO Tradeable Up Trust's security interest in the Trust Assets and the proceeds thereof. The Depositor shall at all times maintain its principal executive offices and each office from which it performs its duties hereunder within the United States.

Protection of Right, Title and Interest to Trust Assets. (a) The Depositor shall cause this Trust Agreement, all amendments hereof and supplements hereto and all financing statements, continuation statements and any other necessary documents covering the right, title and interest of the Holders of the UpDown-MACRO Tradeable Holding Shares and of the Trustee in and to 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 Holders of the UpDown-MACRO Tradeable Holding Shares and the Trustee hereunder in and to all property comprising the Trust Assets. Not later than the Closing Date, the Depositor shall file a financing statement covering the interest of the Up-MACRO Holding Trustee, on behalf of the Up-MACRO Holding Trust, in the Trust Assets which shall secure the obligations of the Down-MACRO Holding Trust to the Up-MACRO Holding Trust under the Income Distribution Agreement and the Settlement Contracts. The Depositor 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. (b) 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) above seriously misleading within the meaning of Section 9-402(7) (or any comparable provision) of the UCC, the Depositor shall give the Trustee notice of such change and shall file such financing statements or amendments as may be necessary to continue the perfection of the UpDown-MACRO Tradeable Holding Trust's security interest in the Trust Assets and the proceeds thereof. (c) The Depositor shall give the Trustee prompt notice of any relocation of its principal executive offices or of any office from which it performs its duties hereunder or keeps records concerning this transaction. If, as a result of any such relocation, the applicable provisions of the UCC require the filing of any new financing statement or of any amendment to any previously filed financing or continuation statement, the Depositor shall file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the UpDown-MACRO Tradeable Holding Trust's security interest in the Trust Assets and the proceeds thereof. The Depositor shall at all times maintain its principal executive offices and each office from which it performs its duties hereunder within the United States.

Protection of Right, Title and Interest to Trust Assets. (a) The Depositor shall cause this Trust Agreement, all amendments hereof and supplements hereto and all financing statements, continuation statements and any other necessary documents covering the right, title and interest of the Holders of the Up-MACRO Tradeable Holding Shares and of the Trustee in and to 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 Holders of the Up-MACRO Tradeable Holding Shares and the Trustee hereunder in and to all property comprising the Trust Assets. Not later than the Closing Date, the Depositor shall file a financing statement covering the interest of the Down-MACRO Holding Trustee, on behalf of the Down-MACRO Holding Trust, in the Trust Assets which shall secure the obligations of the Up-MACRO Holding Trust to the Down-MACRO Holding Trust under the Income Distribution Agreement and the Settlement Contracts. The Depositor 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. (b) 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) above seriously misleading within the meaning of Section 9-402(7) (or any comparable provision) of the UCC, the Depositor shall give the Trustee notice of such change and shall file such financing statements or amendments as may be necessary to continue the perfection of the Up-MACRO Tradeable Holding Trust's security interest in the Trust Assets and the proceeds thereof. (c) The Depositor shall give the Trustee prompt notice of any relocation of its principal executive offices or of any office from which it performs its duties hereunder or keeps records concerning this transaction. If, as a result of any such relocation, the applicable provisions of the UCC require the filing of any new financing statement or of any amendment to any previously filed financing or continuation statement, the Depositor shall file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Up-MACRO Tradeable Holding Trust's security interest in the Trust Assets and the proceeds thereof. The Depositor shall at all times maintain its principal executive offices and each office from which it performs its duties hereunder within the United States.

Protection of Right, Title and Interest to Trust Assets. (a) The Depositor shall cause this Trust Agreement, all amendments hereof and supplements hereto and all financing statements, continuation statements and any other necessary documents covering the right, title and interest of the Holders of the Up-MACRO Tradeable Holding Shares and of the Trustee in and to 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 Holders of the Up-MACRO Tradeable Holding Shares and the Trustee hereunder in and to all property comprising the Trust Assets. The Depositor 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. (b) 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) above seriously misleading within the meaning of Section 9-402(7) (or any comparable provision) of the UCC, the Depositor shall give the Trustee notice of such change and shall file such financing statements or amendments as may be necessary to continue the perfection of the Up-MACRO Tradeable Holding Trust's security interest in the Trust Assets and the proceeds thereof. (c) The Depositor shall give the Trustee prompt notice of any relocation of its principal executive offices or of any office from which it performs its duties hereunder or keeps records concerning this transaction. If, as a result of any such relocation, the applicable provisions of the UCC require the filing of any new financing statement or of any amendment to any previously filed financing or continuation statement, the Depositor shall file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Up-MACRO Tradeable Holding Trust's security interest in the Trust Assets and the proceeds thereof. The Depositor shall at all times maintain its principal executive offices and each office from which it performs its duties hereunder within the United States.

Protection of Right, Title and Interest to Trust Assets. (a) The Depositor shall cause this Trust Agreement, all amendments hereof and supplements hereto and all financing statements, continuation statements and any other necessary documents covering the right, title and interest of the Holders of the Up-MACRO Tradeable Shares Down MacroShares and of the Trustee in and to 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 Holders of the Up-MACRO Tradeable Shares Down MacroShares and the Trustee hereunder in and to all property comprising the Trust Assets. Not later than the Closing Date, the Depositor shall file a financing statement covering the interest of the Up Trustee, on behalf of the Up Trust, in the Trust Assets which shall secure the obligations of the Down Trust to the Up Trust under the Income Distribution Agreement and the Settlement Contracts. The Depositor 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. (b) 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) above seriously misleading within the meaning of Section 9-402(7) (or any comparable provision) of the UCC, the Depositor shall give the Trustee notice of such change and shall file such financing statements or amendments as may be necessary to continue the perfection of the Up-MACRO Tradeable Down Trust's security interest in the Trust Assets and the proceeds thereof. (c) The Depositor shall give the Trustee prompt notice of any relocation of its principal executive offices or of any office from which it performs its duties hereunder or keeps records concerning this transaction. If, as a result of any such relocation, the applicable provisions of the UCC require the filing of any new financing statement or of any amendment to any previously filed financing or continuation statement, the Depositor shall file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Up-MACRO Tradeable Down Trust's security interest in the Trust Assets and the proceeds thereof. The Depositor shall at all times maintain its principal executive offices and each office from which it performs its duties hereunder within the United States.

Protection of Right, Title and Interest to Trust Assets. (a) The Depositor shall cause this Trust Agreement, all amendments hereof and supplements hereto and all financing statements, continuation statements and any other necessary documents covering the right, title and interest of the Holders of the Up-MACRO Tradeable Shares Down MacroShares and of the Trustee in and to 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 Holders of the Up-MACRO Tradeable Shares Down MacroShares and the Trustee hereunder in and to all property comprising the Trust Assets. Not later than the Closing Date, the Depositor shall file a financing statement covering the interest of the Down Trustee, on behalf of the Up Trust, in the Trust Assets which shall secure the obligations of the Down Trust to the Down Trust under the Income Distribution Agreement and the Settlement Contracts. The Depositor 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. (b) 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) above seriously misleading within the meaning of Section 9-402(7) (or any comparable provision) of the UCC, the Depositor shall give the Trustee notice of such change and shall file such financing statements or amendments as may be necessary to continue the perfection of the Up-MACRO Tradeable Down Trust's security interest in the Trust Assets and the proceeds thereof. (c) The Depositor shall give the Trustee prompt notice of any relocation of its principal executive offices or of any office from which it performs its duties hereunder or keeps records concerning this transaction. If, as a result of any such relocation, the applicable provisions of the UCC require the filing of any new financing statement or of any amendment to any previously filed financing or continuation statement, the Depositor shall file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Up-MACRO Tradeable Down Trust's security interest in the Trust Assets and the proceeds thereof. The Depositor shall at all times maintain its principal executive offices and each office from which it performs its duties hereunder within the United States.

Protection of Right, Title and Interest to Trust Assets. (a) The Depositor shall cause this Trust Agreement, all amendments hereof and supplements hereto and all financing statements, continuation statements and any other necessary documents covering the right, title and interest of the Holders of the UpDown-MACRO Tradeable Holding Shares and of the Trustee in and to 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 Holders of the UpDown-MACRO Tradeable Holding Shares and the Trustee hereunder in and to all property comprising the Trust Assets. The Depositor 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. (b) 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) above seriously misleading within the meaning of Section 9-402(7) (or any comparable provision) of the UCC, the Depositor shall give the Trustee notice of such change and shall file such financing statements or amendments as may be necessary to continue the perfection of the UpDown-MACRO Tradeable Holding Trust's security interest in the Trust Assets and the proceeds thereof. (c) The Depositor shall give the Trustee prompt notice of any relocation of its principal executive offices or of any office from which it performs its duties hereunder or keeps records concerning this transaction. If, as a result of any such relocation, the applicable provisions of the UCC require the filing of any new financing statement or of any amendment to any previously filed financing or continuation statement, the Depositor shall file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the UpDown-MACRO Tradeable Holding Trust's security interest in the Trust Assets and the proceeds thereof. The Depositor shall at all times maintain its principal executive offices and each office from which it performs its duties hereunder within the United States.

Protection of Right, Title and Interest to Trust Assets. (a) The Depositor shall Servicer will cause this Trust Agreement, all amendments hereof and supplements hereto and and/or all financing statements, statements and continuation statements and any other necessary documents covering the Indenture Trustee’s and the Owner Trustee’s right, title title, and interest of the Holders of the Up-MACRO Tradeable Shares and of the Trustee in and to 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 Holders of the Up-MACRO Tradeable Shares Noteholders and the Indenture Trustee and the Owner Trustee hereunder in and to all property comprising the Trust Assets. The Depositor shall Servicer will deliver to the Indenture Trustee file-file stamped copies of, or filing receipts for, other evidence of any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor will 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. (b) Within 30 days after the Depositor Transferor 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 paragraph (aSection 2.01(c) above or 8.02(a) seriously misleading within the meaning of Section 9-402(7) (or any comparable provision) 506 of the UCC, the Depositor shall Transferor or the Servicer, as applicable, will give the Owner Trustee notice of any such change and shall will file such financing statements or amendments as may be necessary to continue the perfection of the Up-MACRO Tradeable Trust's Issuer’s security interest in the Trust Transferred Receivables, the Interests in Other Floorplan Assets and the proceeds thereof. (c) The Depositor shall Transferor and the Servicer will give the Owner Trustee and the Indenture Trustee prompt written notice of any relocation of its principal executive offices or of any office from which it performs its duties hereunder services Transferred Receivables or keeps records concerning this transaction. Ifthe Transferred Receivables or Interests in Other Floorplan Assets or of its jurisdiction of organization and whether, as a result of any such relocation, the applicable provisions of the UCC would require the filing of any new financing statement or amendment of any amendment to any previously filed financing or continuation statement, the Depositor shall statement or of any new financing statement and will file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Up-MACRO Tradeable Trust's Issuer’s security interest in the Trust Transferred Receivables, the Interests in Other Floorplan Assets and the proceeds thereof. The Depositor shall Transferor and the Servicer will at all times maintain its principal executive offices and each office from which it performs services Receivables and its duties hereunder jurisdiction of organization within the United StatesStates of America. (d) The Servicer will deliver to the Owner Trustee, the Indenture Trustee and any Series Enhancer the following: (i) upon the execution and delivery of each amendment to this Agreement or any Indenture Supplement, an Opinion of Counsel to the effect specified in Exhibit B; and (ii) on each Addition Date on which any Additional Accounts are to be designated as the Accounts pursuant to the terms hereof, an Opinion of Counsel substantially in the form of Exhibit C.

Protection of Right, Title and Interest to Trust Assets. (a) The Depositor Issuer shall cause this Trust Agreement, all amendments hereof and supplements hereto and all financing statements, statements and continuation statements and any other necessary documents covering the rightIssuer’s ownership and the Trustee’s security interest, title and interest for the benefit of the Holders of the UpSeries 2010-MACRO Tradeable Shares and of the Trustee 1 Noteholders, in and to 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 applicable Requirements of Law to preserve and protect fully the right, title and interest of the Holders of Issuer, the UpSeries 2010-MACRO Tradeable Shares 1 Noteholders and the Trustee hereunder in and to all property comprising the Trust Assets. The Depositor Issuer shall deliver to the Trustee and each Series 2010-1 Noteholder 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. (b) Within 30 thirty (30) days after the Depositor Issuer 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 the terms of this Agreement seriously misleading within the meaning of Section Sections 9-402(7) 503(a), 9-504 and 9-507 (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 or under the Supplement, the Depositor Issuer shall give the Trustee and each Series 2010-1 Noteholder notice of such change and shall file such financing statements or amendments as may be necessary to continue the perfection of the UpIssuer’s ownership interest and the Trustee’s security interest, as contemplated by Section 2.01 hereof for the benefit of the Series 2010-MACRO Tradeable Trust's security interest 1 Noteholders, in the Trust Assets and the proceeds thereof. (c) The Depositor shall Issuer and the Master Servicer will give the Trustee and each Series 2010-1 Noteholder prompt written notice of any relocation of its principal executive offices or of any office from which it performs its duties hereunder services Receivables (or any portion thereof) or keeps records concerning this transaction. If, as a result of the Receivables (or any such relocation, the applicable provisions of the UCC require the filing of any new financing statement portion thereof) or of any amendment to any previously filed financing or continuation statement, the Depositor shall file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Up-MACRO Tradeable Trust's security interest in the Trust Assets its principal executive office. The Issuer and the proceeds thereof. The Depositor shall Master Servicer will at all times maintain its principal executive offices and each office from which it performs services Receivables and its duties hereunder principal executive offices within the United StatesStates of America.

Protection of Right, Title and Interest to Trust Assets. (a) The Depositor Transferor shall cause this Trust Agreement, all amendments hereof and supplements hereto and all financing statements, statements and continuation statements and any other necessary documents covering the Indenture Trustee's and the Trust's right, title and interest of the Holders of the Up-MACRO Tradeable Shares and of the Trustee in and to 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 Holders of the Up-MACRO Tradeable Shares Indenture Trustee, Noteholders and the Trustee Trust hereunder in and to all property comprising the Trust Assets. The Depositor Transferor shall deliver to the Owner Trustee 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) Within 30 days after the Depositor 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 (aSection 9.03(a) above seriously misleading within the meaning of Section 9-402(7) 506 (or any comparable provision) of the UCC, the Depositor such Transferor shall give the Trustee Trustees notice of any such change and shall file such financing statements or amendments as may be necessary to continue the perfection of the Up-MACRO Tradeable Trust's security interest or ownership interest in the Trust Assets Receivables and the proceeds thereof. (c) The Depositor Each Transferor shall give the Trustee Trustees prompt notice of any relocation of its principal chief executive offices office or of any office from which change in the jurisdiction under whose laws it performs its duties hereunder or keeps records concerning this transaction. Ifis organized and whether, as a result of any such relocationrelocation or change, the applicable provisions of the UCC would require the filing of any new financing statement or amendment of any amendment to any previously filed financing or continuation statement, the Depositor 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 Up-MACRO Tradeable Trust's security interest in the Trust Assets Receivables and the proceeds thereof. The Depositor Each Transferor shall at all times maintain its principal chief executive offices within the United States and each office from which it performs its duties hereunder shall at all times be organized under the laws of a jurisdiction located within the United States. (d) The Transferor shall deliver to the Trustees and each Rating Agency (i) upon the execution and delivery of each amendment of this Agreement, an Opinion of Counsel to the effect specified in Exhibit D-1, (ii) on each date specified in Section 2.09(c)(vi) with respect to any Additional Accounts to be designated as Accounts, an Opinion of Counsel substantially in the form of Exhibit D-2, (iii) on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.09(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibits D-1 and D-2 but conformed to the extent appropriate to relate to Participation Interests and (iv) on or before April 30 of each year, beginning with April 30, 2003, an Opinion of Counsel substantially in the form of Exhibit D-3.

Protection of Right, Title and Interest to Trust Assets. (a) The Depositor Transferor shall cause this Trust Agreement, all amendments hereof and supplements hereto and all financing statements, statements and continuation statements and any other necessary documents covering the Indenture Trustee's and the Trust's right, title and interest of the Holders of the Up-MACRO Tradeable Shares and of the Trustee in and to 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 Holders of the Up-MACRO Tradeable Shares Indenture Trustee, Noteholders and the Trustee Trust hereunder in and to all property comprising the Trust Assets. The Depositor Transferor shall deliver to the Owner Trustee 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) Within 30 days after the Depositor 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 (aSection 9.03(a) above seriously misleading within the meaning of Section 9-402(7) 506 (or any comparable provision) of the UCC, the Depositor such Transferor shall give the Owner Trustee and the Indenture Trustee notice of any such change and shall file such financing statements or amendments as may be necessary to continue the perfection of the Up-MACRO Tradeable Trust's security interest or ownership interest in the Trust Assets Receivables and the proceeds thereof. (c) The Depositor Each Transferor shall give the Owner Trustee and the Indenture Trustee prompt notice of any relocation of its principal chief executive offices office or of any office from which change in the jurisdiction under whose laws it performs its duties hereunder or keeps records concerning this transaction. Ifis organized and whether, as a result of any such relocationrelocation or change, the applicable provisions of the UCC would require the filing of any new financing statement or amendment of any amendment to any previously filed financing or continuation statement, the Depositor 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 Up-MACRO Tradeable Trust's security interest in the Trust Assets Receivables and the proceeds thereof. The Depositor Each Transferor shall at all times maintain its principal chief executive offices within the United States and each office from which it performs its duties hereunder shall at all times be organized under the laws of a jurisdiction located within the United States. (d) The Transferor shall deliver to the Owner Trustees, the Indenture Trustees and each Rating Agency (i) upon the execution and delivery of each amendment of this Agreement, an Opinion of Counsel to the effect specified in Exhibit D-1; (ii) on each date specified in Section 2.09(c)(vi) with respect to any Additional Accounts to be designated as Accounts, an Opinion of Counsel substantially in the form of Exhibit D-2, (iii) on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.09(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibits D-1 and D-2 but conformed to the extent appropriate to relate to Participation Interests; and (iv) on or before April 30 of each year, beginning with April 30, 2002, an Opinion of Counsel substantially in the form of Exhibit D-3.

Protection of Right, Title and Interest to Trust Assets. (a) The Depositor Transferor shall cause this Trust Agreement, all amendments hereof and supplements hereto and all financing statements, statements and continuation statements and any other necessary documents covering the Indenture Trustee’s and the Trust’s right, title and interest of the Holders of the Up-MACRO Tradeable Shares and of the Trustee in and to 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 Holders of the Up-MACRO Tradeable Shares Indenture Trustee, Noteholders and the Trustee Trust hereunder in and to all property comprising the Trust Assets. The Depositor Transferor shall deliver to the Owner Trustee 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) Within 30 days after the Depositor 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 (aSection 9.03(a) above seriously misleading within the meaning of Section 9-402(7) 506 (or any comparable provision) of the UCC, the Depositor such Transferor shall give the Trustee Trustees notice of any such change and shall file such financing statements or amendments as may be necessary to continue the perfection of the Up-MACRO Tradeable Trust's ’s security interest or ownership interest in the Trust Assets Receivables and the proceeds thereof. (c) The Depositor Each Transferor shall give the Trustee Trustees prompt notice of any relocation of its principal chief executive offices office or of any office from which change in the jurisdiction under whose laws it performs its duties hereunder or keeps records concerning this transaction. Ifis organized and whether, as a result of any such relocationrelocation or change, the applicable provisions of the UCC would require the filing of any new financing statement or amendment of any amendment to any previously filed financing or continuation statement, the Depositor 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 Up-MACRO Tradeable Trust's ’s security interest in the Trust Assets Receivables and the proceeds thereof. The Depositor Each Transferor shall at all times maintain its principal chief executive offices within the United States and each office from which it performs its duties hereunder shall at all times be organized under the laws of a jurisdiction located within the United States. (d) The Transferor shall deliver to the Trustees and each Rating Agency (i) upon the execution and delivery of each amendment of this Agreement, an Opinion of Counsel to the effect specified in Exhibit D-1, (ii) on each date specified in Section 2.09(c)(vi) with respect to any Additional Accounts to be designated as Accounts, an Opinion of Counsel substantially in the form of Exhibit D-2, and (iii) on or before April 30 of each year, beginning with April 30, 2008, an Opinion of Counsel substantially in the form of Exhibit D-3.

Protection of Right, Title and Interest to Trust Assets. (a) The Depositor Transferor, acting at the direction of the O/C Holder, shall cause this Trust Agreement, all amendments hereof and supplements hereto and all financing statements, statements and continuation statements and any other necessary documents covering the Indenture Trustee’s and the Trust’s right, title and interest of the Holders of the Up-MACRO Tradeable Shares and of the Trustee in and to 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 Holders of the Up-MACRO Tradeable Shares Indenture Trustee, Noteholders and the Trustee Trust hereunder in and to all property comprising the Trust Assets. The Depositor O/C Holder shall deliver to the Owner Trustee 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 O/C Holder 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 thirty (30) days after the Depositor 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) above seriously misleading within the meaning of Section 9-402(7) 506 (or any comparable provision) of the UCC, the Depositor Transferor shall give the Owner Trustee, the O/C Holder, the Note Administrator and the Indenture Trustee notice of any such change and the O/C Holder shall file such financing statements or amendments as may be necessary to continue the perfection of the Up-MACRO Tradeable Trust's ’s security interest or ownership interest in the Trust Assets Receivables and the proceeds thereof. (c) The Depositor Transferor shall give the Owner Trustee, the Note Administrator and the Indenture Trustee prompt notice of any relocation of its principal chief executive offices office or of any office from which change in the jurisdiction under whose laws it performs its duties hereunder or keeps records concerning this transaction. Ifis organized and whether, as a result of any such relocationrelocation or change, the applicable provisions of the UCC would require the filing of any new financing statement or amendment of any amendment to any previously filed financing or continuation statement, the Depositor 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 Up-MACRO Tradeable Trust's ’s security interest in the Trust Assets Receivables and the proceeds thereof. The Depositor Transferor shall at all times maintain its principal chief executive offices within the United States and each office from which it performs its duties hereunder shall at all times be organized under the laws of a jurisdiction located within the United States. (d) The O/C Holder shall deliver to the Owner Trustee, the Indenture Trustee, the Note Administrator and each Rating Agency (i) upon the execution and delivery of each amendment of this Agreement, an Opinion of Counsel to the effect specified in Exhibit C-1; and (ii) on or before June 30 of each year, beginning with June 30, 2003, an Opinion of Counsel substantially in the form of Exhibit C-2. In addition, the O/C Holder shall deliver to Moody’s (so long as Xxxxx’x is a Rating Agency) on or before June 30 of each year, beginning with June 30, 2003, an Opinion of Counsel substantially in the form of Exhibit C-3.

Protection of Right, Title and Interest to Trust Assets. (a) The Depositor Transferor shall cause this Trust Agreement, all amendments hereof and supplements hereto and all financing statements, statements and continuation statements and any other necessary documents covering the Indenture Trustee's and the Trust's right, title and interest of the Holders of the Up-MACRO Tradeable Shares and of the Trustee in and to 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 Holders of the Up-MACRO Tradeable Shares Indenture Trustee, Noteholders and the Trustee Trust hereunder in and to all property comprising the Trust Assets. The Depositor Transferor shall deliver to the Owner Trustee 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) Within 30 days after the Depositor makes Prior to any Transferor making any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (aSection 9.03(a) above seriously misleading within the meaning of Section 9-402(7) 506 (or any comparable provision) of the UCC, the Depositor such Transferor shall give the Owner Trustee and the Indenture Trustee notice of any such change and shall file such financing statements or amendments as may be necessary to continue the perfection of the Up-MACRO Tradeable Trust's security interest or ownership interest in the Trust Assets Receivables and the proceeds thereof. (c) The Depositor Each Transferor shall give the Owner Trustee prompt and the Indenture Trustee prior notice of any relocation of its principal chief executive offices office or of any office from which change in the jurisdiction under whose laws it performs its duties hereunder or keeps records concerning this transaction. Ifis organized and whether, as a result of any such relocationrelocation or change, the applicable provisions of the UCC would require the filing of any new financing statement or amendment of any amendment to any previously filed financing or continuation statement, the Depositor 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 Up-MACRO Tradeable Trust's security interest in the Trust Assets Receivables and the proceeds thereof. The Depositor Each Transferor shall at all times maintain its principal chief executive offices within the United States and each office from which it performs its duties hereunder shall at all times be organized under the laws of a jurisdiction located within the United States. (d) The Transferor shall deliver to the Owner Trustees, the Indenture Trustees and each Rating Agency (unless such requirement is waived by the Holders of all outstanding Notes)

Protection of Right, Title and Interest to Trust Assets. (a) The Depositor Transferor shall cause this Trust Agreement, all amendments hereof and supplements hereto and all financing statements, statements and continuation statements and any other necessary documents covering the Certificateholders, and the Trustee’s right, title and interest of the Holders of the Up-MACRO Tradeable Shares and of the Trustee in and to 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 Holders of the Up-MACRO Tradeable Shares Certificateholders and the Trustee hereunder in and to all property comprising the Trust Assets. The Depositor 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. (b) Within 30 days after the Depositor 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) (or any comparable provision) of the UCC, the Depositor 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 Up-MACRO Tradeable Trust's ’s security interest in the Trust Assets Receivables and the proceeds thereof. (c) The Depositor shall Transferor and the Servicer will give the Trustee prompt notice of any relocation of its principal executive offices or of any office from which it performs its duties hereunder services Receivables or keeps records concerning this transaction. Ifthe Receivables or of its principal executive office and whether, as a result of any such relocation, the applicable provisions of the UCC would require the filing of any new financing statement or amendment of any amendment to any previously filed financing or continuation statement, the Depositor 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 Up-MACRO Tradeable Trust's ’s security interest in the Trust Assets Receivables and the proceeds thereof. The Depositor shall Transferor and the Servicer will at all times maintain its principal executive offices and each office from which it performs services Receivables and its duties hereunder principal executive offices within the United States. (d) The Transferor will deliver to the Trustee and any 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-1; (ii) on each Addition Date on which any Supplemental Accounts are to be designated as Accounts pursuant to subsection 2.9(a) or (b), 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 subsection 2.9(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 March 31 of each year, beginning with March 31, 1996, an Opinion of Counsel substantially in the form of Exhibit H-2.

Protection of Right, Title and Interest to Trust Assets. (a) The Depositor shall Servicer will cause this Trust Agreement, all amendments hereof and supplements hereto and and/or all financing statements, statements and continuation statements and any other necessary documents covering the Indenture Trustee's and the Owner Trustee's right, title title, and interest of the Holders of the Up-MACRO Tradeable Shares and of the Trustee in and to 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 Holders of the Up-MACRO Tradeable Shares Noteholders and the Indenture Trustee and the Owner Trustee hereunder in and to all property comprising the Trust Assets. The Depositor shall Servicer will deliver to the Indenture Trustee file-file stamped copies of, or filing receipts for, other evidence of any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor will 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. (b) Within 30 days after the Depositor Transferor 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 paragraph (aSection 2.01(c) above or 8.02(a) seriously misleading within the meaning of Section 9-402(7) (or any comparable provision) 506 of the UCC, the Depositor shall Transferor or the Servicer, as applicable, will give the Owner Trustee notice of any such change and shall will file such financing statements or amendments as may be necessary to continue the perfection of the Up-MACRO Tradeable TrustIssuer's security interest in the Trust Transferred Receivables, the Interests in Other Floorplan Assets and the proceeds thereof. (c) The Depositor shall Transferor and the Servicer will give the Owner Trustee and the Indenture Trustee prompt written notice of any relocation of its principal executive offices or of any office from which it performs its duties hereunder services Transferred Receivables or keeps records concerning this transaction. Ifthe Transferred Receivables or Interests in Other Floorplan Assets or of its jurisdiction of organization and whether, as a result of any such relocation, the applicable provisions of the UCC would require the filing of any new financing statement or amendment of any amendment to any previously filed financing or continuation statement, the Depositor shall statement or of any new financing statement and will file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Up-MACRO Tradeable TrustIssuer's security interest in the Trust Transferred Receivables, the Interests in Other Floorplan Assets and the proceeds thereof. The Depositor shall Transferor and the Servicer will at all times maintain its principal executive offices and each office from which it performs services Receivables and its duties hereunder jurisdiction of organization within the United StatesStates of America. (d) The Servicer will deliver to the Owner Trustee, the Indenture Trustee and any Series Enhancer the following: (i) upon the execution and delivery of each amendment to this Agreement or any Indenture Supplement, an Opinion of Counsel to the effect specified in Exhibit B; and (ii) on each Addition Date on which any Additional Accounts are to be designated as the Accounts pursuant to the terms hereof, an Opinion of Counsel substantially in the form of Exhibit C.