Common use of Resignation or Removal of Trustee Clause in Contracts

Resignation or Removal of Trustee. (a) A Trustee appointed to office shall hold office until its successor shall have been appointed by the Holders in accordance with this Trust Agreement or until its termination, removal or resignation. (b) Subject to the provisions of this Section 13.8, the Trustee may be appointed, removed or replaced without cause at any time by the Depositor, upon written notice, or with cause upon the occurrence of a Trustee Termination Event; provided, however, that the Trustee shall not be removed in accordance with this Section 13.8 until a successor Trustee possessing the qualifications to act as Trustee and willing and able to make the representations contained in Section 3.2 (a "Successor Trustee") has been appointed by the Depositor and has accepted such appointment by written instrument executed by such Successor Trustee and delivered to the Depositor. (c) Any Trustee may resign hereunder by an instrument in writing signed by the Trustee and delivered to the Depositor, the Administrative Agent and each Registered Owner, which shall become effective on the date specified in such instrument; provided, however, that no such resignation of a Trustee shall become effective: (i) until a Successor Trustee has been appointed and has accepted such appointment by instrument executed by such Successor Trustee and delivered to the Up-MACRO Holding Trust, the Depositor, the Administrative Agent and the resigning Trustee; or (ii) until the assets of the Up-MACRO Holding Trust have been completely liquidated and the proceeds thereof distributed to the Holders. If no Successor Trustee shall have been appointed and accepted such appointment within thirty (30) days after delivery to the Depositor, the Administrative Agent and the Up-MACRO Holding Trust of an instrument of resignation, the resigning Trustee may petition at the expense of the Up-MACRO Holding Trust any court of competent jurisdiction for appointment of a Successor Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Trustee. (d) No Trustee shall be liable for anything that occurs after it has ceased to act in such capacity, including, without limitation, the acts or omissions to act of any Successor Trustee; provided, that such resigning or terminated Trustee shall remain liable for any actions taken by it prior to its termination or resignation as a result of which it would be liable to the Up-MACRO Holding Trust pursuant to Section 13.1(c).

Resignation or Removal of Trustee. (a) A Trustee appointed to office shall hold office until its successor shall have been appointed by the Holders in accordance with this Trust Agreement or until its termination, removal or resignation. (b) Subject to the provisions of this Section 13.8, the Trustee may be appointed, removed or replaced without cause at any time by the Depositor, upon written notice, or with cause upon the occurrence of a Trustee Termination Event; provided, however, that the Trustee shall not be removed in accordance with this Section 13.8 until a successor Trustee possessing the qualifications to act as Trustee and willing and able to make the representations contained in Section 3.2 (a "Successor Trustee") has been appointed by the Depositor and has accepted such appointment by written instrument executed by such Successor Trustee and delivered to the Depositor. (c) Any Trustee may resign hereunder by an instrument in writing signed by the Trustee and delivered to the Depositor, the Administrative Agent and each Registered Owner, which shall become effective on the date specified in such instrument; provided, however, that no such resignation of a Trustee shall become effective: (i) until a Successor Trustee has been appointed and has accepted such appointment by instrument executed by such Successor Trustee and delivered to the UpDown-MACRO Holding Trust, the Depositor, the Administrative Agent and the resigning Trustee; or (ii) until the assets of the UpDown-MACRO Holding Trust have been completely liquidated and the proceeds thereof distributed to the Holders. If no Successor Trustee shall have been appointed and accepted such appointment within thirty (30) days after delivery to the Depositor, the Administrative Agent and the UpDown-MACRO Holding Trust of an instrument of resignation, the resigning Trustee may petition at the expense of the UpDown-MACRO Holding Trust any court of competent jurisdiction for appointment of a Successor Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Trustee. (d) No Trustee shall be liable for anything that occurs after it has ceased to act in such capacity, including, without limitation, the acts or omissions to act of any Successor Trustee; provided, that such resigning or terminated Trustee shall remain liable for any actions taken by it prior to its termination or resignation as a result of which it would be liable to the UpDown-MACRO Holding Trust pursuant to Section 13.1(c).

Resignation or Removal of Trustee. (a) A Trustee appointed to office shall hold office until its successor shall have been appointed by the Holders in accordance with this Trust Agreement or until its termination, removal or resignation. (b) Subject to the provisions of this Section 13.8, the Trustee may be appointed, removed or replaced without cause at any time by the Depositor, upon written notice, or with cause upon the occurrence of a Trustee Termination Event; provided, however, that the Trustee shall not be removed in accordance with this Section 13.8 until a successor Trustee possessing the qualifications to act as Trustee and willing and able to make the representations contained in Section 3.2 (a "Successor Trustee") has been appointed by the Depositor and has accepted such appointment by written instrument executed by such Successor Trustee and delivered to the Depositor. (c) Any Trustee may resign hereunder by an instrument in writing signed by the Trustee and delivered to the Depositor, the Administrative Agent and each Registered Owner, which shall become effective on the date specified in such instrument; provided, however, that no such resignation of a Trustee shall become effective: (i) until a Successor Trustee has been appointed and has accepted such appointment by instrument executed by such Successor Trustee and delivered to the Up-MACRO Holding Tradeable Trust, the Depositor, the Administrative Agent and the resigning Trustee; or (ii) until the assets of the Up-MACRO Holding Tradeable Trust have been completely liquidated and the proceeds thereof distributed to the Holders. If no Successor Trustee shall have been appointed and accepted such appointment within thirty (30) days after delivery to the Depositor, the Administrative Agent Agent, the Marketing Agents and the Up-MACRO Holding Tradeable Trust of an instrument of resignation, the resigning Trustee may petition at the expense of the Up-MACRO Holding Tradeable Trust any court of competent jurisdiction for appointment of a Successor Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Trustee. (d) No Trustee shall be liable for anything that occurs after it has ceased to act in such capacity, including, without limitation, the acts or omissions to act of any Successor Trustee; provided, that such resigning or terminated Trustee shall remain liable for any actions taken by it prior to its termination or resignation as a result of which it would be liable to the Up-MACRO Holding Tradeable Trust pursuant to Section 13.1(c13.1(b).

Resignation or Removal of Trustee. (a) A Trustee appointed to office shall hold office until its successor shall have been appointed by the Holders in accordance with this Trust Agreement or until its termination, removal or resignation. (b) Subject to the provisions of this Section 13.8, the Trustee may be appointed, removed or replaced without cause at any time by the Depositor, upon written notice, or with cause upon the occurrence of a Trustee Termination Event; provided, however, that the Trustee shall not be removed in accordance with this Section 13.8 until a successor Trustee possessing the qualifications to act as Trustee and willing and able to make the representations contained in Section 3.2 (a "Successor Trustee") has been appointed by the Depositor and has accepted such appointment by written instrument executed by such Successor Trustee and delivered to the Depositor. (c) Any Trustee may resign hereunder by an instrument in writing signed by the Trustee and delivered to the Depositor, the Administrative Agent and each Registered Owner, which shall become effective on the date specified in such instrument; provided, however, that no such resignation of a Trustee shall become effective: (i) until a Successor Trustee has been appointed and has accepted such appointment by instrument executed by such Successor Trustee and delivered to the Up-MACRO Holding Up Trust, the Depositor, the Administrative Agent and the resigning Trustee; or (ii) until the assets of the Up-MACRO Holding Up Trust have been completely liquidated and the proceeds thereof distributed to the Holders. If no Successor Trustee shall have been appointed and accepted such appointment within thirty (30) days after delivery to the Depositor, the Administrative Agent and the Up-MACRO Holding Up Trust of an instrument of resignation, the resigning Trustee may petition at the expense of the Up-MACRO Holding Up Trust any court of competent jurisdiction for appointment of a Successor Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Trustee. (d) No Trustee shall be liable for anything that occurs after it has ceased to act in such capacity, including, without limitation, the acts or omissions to act of any Successor Trustee; provided, that such resigning or terminated Trustee shall remain liable for any actions taken by it prior to its termination or resignation as a result of which it would be liable to the Up-MACRO Holding Up Trust pursuant to Section 13.1(c).

Resignation or Removal of Trustee. (a) A Trustee appointed to office shall hold office until its successor shall have been appointed by the Holders in accordance with this Trust Agreement or until its termination, removal or resignation. (b) Subject to the provisions of this Section 13.8, the Trustee may be appointed, removed or replaced without cause at any time by the Depositor, upon written notice, or with cause upon the occurrence of a Trustee Termination Event; provided, however, that the Trustee shall not be removed in accordance with this Section 13.8 until a successor Trustee possessing the qualifications to act as Trustee and willing and able to make the representations contained in Section 3.2 (a "Successor Trustee") has been appointed by the Depositor and has accepted such appointment by written instrument executed by such Successor Trustee and delivered to the Depositor. (c) Any Trustee may resign hereunder by an instrument in writing signed by the Trustee and delivered to the Depositor, the Administrative Agent and each Registered Owner, which shall become effective on the date specified in such instrument; provided, however, that no such resignation of a Trustee shall become effective: (i) until a Successor Trustee has been appointed and has accepted such appointment by instrument executed by such Successor Trustee and delivered to the UpDown-MACRO Holding Tradeable Trust, the Depositor, the Administrative Agent and the resigning Trustee; or (ii) until the assets of the UpDown-MACRO Holding Tradeable Trust have been completely liquidated and the proceeds thereof distributed to the Holders. If no Successor Trustee shall have been appointed and accepted such appointment within thirty (30) days after delivery to the Depositor, the Administrative Agent Agent, the Marketing Agents and the UpDown-MACRO Holding Tradeable Trust of an instrument of resignation, the resigning Trustee may petition at the expense of the UpDown-MACRO Holding Tradeable Trust any court of competent jurisdiction for appointment of a Successor Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Trustee. (d) No Trustee shall be liable for anything that occurs after it has ceased to act in such capacity, including, without limitation, the acts or omissions to act of any Successor Trustee; provided, that such resigning or terminated Trustee shall remain liable for any actions taken by it prior to its termination or resignation as a result of which it would be liable to the UpDown-MACRO Holding Tradeable Trust pursuant to Section 13.1(c13.1(b).

Resignation or Removal of Trustee. (a) A Trustee appointed to office shall hold office until its successor shall have been appointed by the Holders in accordance with this Trust Agreement or until its termination, removal or resignation. (b) Subject to the provisions of this Section 13.8, the The Trustee may be appointed, removed or replaced without cause at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the DepositorAdministrator. Upon receiving such notice of resignation, upon written notice, or with cause upon the occurrence of a Trustee Termination Event; provided, however, that the Trustee Administrator shall not be removed in accordance with this Section 13.8 until promptly appoint a successor Trustee possessing meeting the qualifications to act as Trustee and willing and able to make the representations contained in eligibility requirements of Section 3.2 (a "Successor Trustee") has been appointed by the Depositor and has accepted such appointment 10.01 by written instrument, in duplicate, one copy of which instrument executed by such Successor Trustee and shall be delivered to the Depositor. (c) Any Trustee may resign hereunder by an instrument in writing signed by the resigning Trustee and delivered one copy to the Depositor, the Administrative Agent and each Registered Owner, which shall become effective on the date specified in such instrument; provided, however, that no such resignation of a Trustee shall become effective: (i) until a Successor Trustee has been appointed and has accepted such appointment by instrument executed by such Successor Trustee and delivered to the Up-MACRO Holding Trust, the Depositor, the Administrative Agent and the resigning successor Trustee; or (ii) until the assets of the Up-MACRO Holding Trust have been completely liquidated and the proceeds thereof distributed to the Holders. If no Successor successor Trustee shall have been so appointed and have accepted such appointment within thirty (30) 30 days after delivery to the Depositor, the Administrative Agent and the Up-MACRO Holding Trust giving of an instrument such notice of resignation, the resigning Trustee may petition at the expense of the Up-MACRO Holding Trust any court of competent jurisdiction for the appointment of a Successor Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Trustee. (d) No Trustee shall be liable for anything that occurs after it has ceased to act in such capacity, including, without limitation, the acts or omissions to act of any Successor successor Trustee; provided, however, that such right to appoint or to petition for the appointment of any such successor shall in no event relieve the resigning or terminated Trustee from any obligations otherwise imposed on it under the Basic Documents until such successor has in fact assumed such appointment. If at any time the Trustee shall remain liable for cease to be or shall be likely to cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign after written request therefor by the Administrator, or if at any actions taken time an Insolvency Event with respect to the Trustee shall have occurred and be continuing, then the Administrator may remove the Trustee. If the Administrator shall remove the Trustee under the authority of the immediately preceding sentence, the Administrator shall promptly appoint a successor Trustee by it prior to its termination or resignation as a result written instrument, in duplicate, one copy of which it would instrument shall be liable delivered to the Up-MACRO Holding Trust outgoing Trustee so removed and one copy to the successor Trustee and payment of all fees owed to the outgoing Trustee. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Trustee pursuant to Section 13.1(c)10.03, payment of all fees and expenses owed to the outgoing Trustee and the filing of a certificate of amendment to the Trust's certificate of trust pursuant to Section 3810(b) of the Delaware Statutory Trust Act. The Administrator shall provide notice of such resignation or removal of the Trustee and to each of the Rating Agencies.

Resignation or Removal of Trustee. (a) A Trustee appointed to office shall hold office until its successor shall have been appointed by the Holders in accordance with this Trust Agreement or until its termination, removal or resignation. (b) Subject to the provisions of this Section 13.8, the The Trustee may resign and be appointeddischarged from the trusts hereby created by giving written notice thereof to CitiMortgage. Upon receiving such notice of resignation, removed or replaced without cause at any time by the Depositor, upon written notice, or with cause upon the occurrence of a Trustee Termination Event; provided, however, that the Trustee shall not be removed in accordance with this Section 13.8 until CitiMortgage will promptly appoint a successor Trustee possessing the qualifications to act as Trustee and willing and able to make the representations contained in Section 3.2 (a "Successor Trustee") has been appointed by the Depositor and has accepted such appointment by written instrument, in duplicate, one copy of which instrument executed by such Successor Trustee and will be delivered to the Depositor. (c) Any Trustee may resign hereunder by an instrument in writing signed by the resigning Trustee and delivered one copy to the Depositor, the Administrative Agent and each Registered Owner, which shall become effective on the date specified in such instrument; provided, however, that no such resignation of a Trustee shall become effective: (i) until a Successor Trustee has been appointed and has accepted such appointment by instrument executed by such Successor Trustee and delivered to the Up-MACRO Holding Trust, the Depositor, the Administrative Agent and the resigning successor Trustee; or (ii) until the assets of the Up-MACRO Holding Trust have been completely liquidated and the proceeds thereof distributed to the Holders. If no Successor successor Trustee shall will have been so appointed and having accepted such appointment within thirty (30) 30 days after delivery to the Depositor, the Administrative Agent and the Up-MACRO Holding Trust giving of an instrument such notice of resignation, the resigning Trustee may petition at the expense of the Up-MACRO Holding Trust any court of competent jurisdiction for the appointment of a Successor successor Trustee. Such court If the Trustee ceases to be eligible in accordance with the provisions of section 8.6 and will fail to resign after written request therefor by CitiMortgage, or if the Trustee is legally unable to act, or is adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property is appointed, or any public officer takes charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conversion or liquidation, then CitiMortgage may thereuponremove the Trustee. If it removes the Trustee under the authority of the immediately preceding sentence, after prescribing such notice, if any, as it may deem proper, CitiMortgage will promptly appoint a Successor successor Trustee by written instrument, in duplicate, one copy of which instrument will be delivered to the Trustee so removed and one copy to the successor Trustee. . The Trustee may also be removed (i) by CitiMortgage, (a) if the Trustee ceases to be eligible to continue as such under this agreement or if the Trustee becomes insolvent, (b) if the Trustee breaches any of its duties under this agreement which materially adversely affects the certificate holders, (c) if through the performance or nonperformance of certain actions by the Trustee, the rating assigned by any rating agency to any class of certificates would be lowered or (d) No if the credit rating of the Trustee shall be liable for anything that occurs after it has ceased is downgraded to act a level which would result in such capacity, including, without limitation, the acts rating assigned to any class of certificates being lowered; or omissions to act (ii) by the holders of any Successor Trustee; provided, that such resigning certificates evidencing more than 50% of the voting interest of the certificates then outstanding and more than 50% of the percentage interests of the residual certificates. Any resignation or terminated removal of the Trustee shall remain liable for any actions taken by it prior to its termination or resignation as and appointment of a result of which it would be liable to the Up-MACRO Holding Trust successor Trustee pursuant to Section 13.1(c)any of the provisions of this section 8.7 will not become effective until acceptance of appointment by the successor Trustee as provided in section 8.8.

Resignation or Removal of Trustee. (a) A Trustee appointed to office shall hold office until its successor shall have been appointed by the Holders in accordance with this Trust Agreement or until its termination, removal or resignation. (b) Subject to the provisions of this Section 13.8, the Trustee may be appointed, removed or replaced without cause at any time by the Depositor, upon written notice, or with cause upon the occurrence of a Trustee Termination Event; provided, however, that the Trustee shall not be removed in accordance with this Section 13.8 until a successor Trustee possessing the qualifications to act as Trustee and willing and able to make the representations contained in Section 3.2 (a "Successor Trustee") has been appointed by the Depositor and has accepted such appointment by written instrument executed by such Successor Trustee and delivered to the Depositor. (c) Any Trustee may resign hereunder by an instrument in writing signed by the Trustee and delivered to the Depositor, the Administrative Agent and each Registered Owner, which shall become effective on the date specified in such instrument; provided, however, that no such resignation of a Trustee shall become effective: (i) until a Successor Trustee has been appointed and has accepted such appointment by instrument executed by such Successor Trustee and delivered to the UpDown-MACRO Holding Tradeable Trust, the Depositor, the Administrative Agent and the resigning Trustee; or (ii) until the assets of the UpDown-MACRO Holding Tradeable Trust have been completely liquidated and the proceeds thereof distributed to the Holders. If no Successor Trustee shall have been appointed and accepted such appointment within thirty (30) days after delivery to the Depositor, the Administrative Agent, the Marketing Agent and the UpDown-MACRO Holding Tradeable Trust of an instrument of resignation, the resigning Trustee may petition at the expense of the UpDown-MACRO Holding Tradeable Trust any court of competent jurisdiction for appointment of a Successor Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Trustee. (d) No Trustee shall be liable for anything that occurs after it has ceased to act in such capacity, including, without limitation, the acts or omissions to act of any Successor Trustee; provided, that such resigning or terminated Trustee shall remain liable for any actions taken by it prior to its termination or resignation as a result of which it would be liable to the UpDown-MACRO Holding Tradeable Trust pursuant to Section 13.1(c13.1(b).

Resignation or Removal of Trustee. (a) A Trustee appointed to office shall hold office until its successor shall have been appointed by the Holders in accordance with this Trust Agreement or until its termination, removal or resignation. (b) Subject to the provisions of this Section 13.8, the Trustee may be appointed, removed or replaced without cause at any time by the Depositor, upon written notice, or with cause upon the occurrence of a Trustee Termination Event; provided, however, that the Trustee shall not be removed in accordance with this Section 13.8 until a successor Trustee possessing the qualifications to act as Trustee and willing and able to make the representations contained in Section 3.2 (a "Successor Trustee") has been appointed by the Depositor and has accepted such appointment by written instrument executed by such Successor Trustee and delivered to the Depositor. (c) Any Trustee may resign hereunder by an instrument in writing signed by the Trustee and delivered to the Depositor, the Administrative Agent and each Registered Owner, which shall become effective on the date specified in such instrument; provided, however, that no such resignation of a Trustee shall become effective: (i) until a Successor Trustee has been appointed and has accepted such appointment by instrument executed by such Successor Trustee and delivered to the Up-MACRO Holding Tradeable Trust, the Depositor, the Administrative Agent and the resigning Trustee; or (ii) until the assets of the Up-MACRO Holding Tradeable Trust have been completely liquidated and the proceeds thereof distributed to the Holders. If no Successor Trustee shall have been appointed and accepted such appointment within thirty (30) days after delivery to the Depositor, the Administrative Agent, the Marketing Agent and the Up-MACRO Holding Tradeable Trust of an instrument of resignation, the resigning Trustee may petition at the expense of the Up-MACRO Holding Tradeable Trust any court of competent jurisdiction for appointment of a Successor Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Trustee. (d) No Trustee shall be liable for anything that occurs after it has ceased to act in such capacity, including, without limitation, the acts or omissions to act of any Successor Trustee; provided, that such resigning or terminated Trustee shall remain liable for any actions taken by it prior to its termination or resignation as a result of which it would be liable to the Up-MACRO Holding Tradeable Trust pursuant to Section 13.1(c13.1(b).

Resignation or Removal of Trustee. The Trustee (a) A Trustee appointed to office shall hold office until its successor shall have been appointed by the Holders in accordance with this Trust Agreement or until its termination, removal or resignation. (b) Subject to the provisions of this Section 13.8, including the Trustee as Certificate Registrar) may be appointed, removed or replaced without cause at any time resign and be discharged from the trust hereby created by the Depositor, upon giving written notice, or with cause upon the occurrence of a Trustee Termination Event; provided, however, that the Trustee shall not be removed in accordance with this Section 13.8 until a successor Trustee possessing the qualifications to act as Trustee and willing and able to make the representations contained in Section 3.2 (a "Successor Trustee") has been appointed by the Depositor and has accepted such appointment by written instrument executed by such Successor Trustee and delivered to the Depositor. (c) Any Trustee may resign hereunder by an instrument in writing signed by the Trustee and delivered notice thereof to the Depositor, the Administrative Agent Seller and each Registered Owner, which shall become effective on the date specified in Rating Agency. Upon receiving such instrument; provided, however, that no such notice of resignation of the Trustee, the Depositor shall promptly appoint a successor Trustee that meets the requirements in Section 8.06, by written instrument, in duplicate, one copy of which instrument shall become effective: (i) until a Successor Trustee has been appointed and has accepted such appointment by instrument executed by such Successor Trustee and be delivered to the Up-MACRO Holding Trust, the Depositor, the Administrative Agent resigning Trustee and the resigning Trustee; or (ii) until the assets of the Up-MACRO Holding Trust have been completely liquidated and the proceeds thereof distributed one copy to the Holderssuccessor Trustee. If no Successor successor Trustee shall have been so appointed and having accepted such appointment within thirty (30) 30 days after delivery to the Depositor, the Administrative Agent and the Up-MACRO Holding Trust giving of an instrument such notice of resignation, the resigning Trustee may petition at the expense of the Up-MACRO Holding Trust any court of competent jurisdiction for the appointment of a Successor successor Trustee. Such court may thereupon, after prescribing such notice, If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 hereof or if any, as it may deem proper, appoint a Successor Trustee. (d) No at any time the Trustee shall be liable legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for anything that occurs after it has ceased to act in such capacitythe purpose of rehabilitation, includingconservation or liquidation, without limitationthen the Depositor may remove the Trustee. If the Depositor removes the Trustee under the authority of the immediately preceding sentence, the acts Depositor shall promptly appoint a successor Trustee that meets the requirements of Section 8.06, by written instrument, in triplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The Majority Certificateholders may at any time remove the Trustee by written instrument or omissions instruments delivered to act of any Successor the Depositor and the Trustee; provided, that such resigning the Depositor or terminated the Trustee shall remain liable for any actions taken by it prior thereupon use its best efforts to its termination appoint a successor Trustee in accordance with this Section. Any resignation or resignation as removal of the Trustee and appointment of a result of which it would be liable to the Up-MACRO Holding Trust successor Trustee pursuant to any of the provisions of this Section 13.1(c)8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.08 hereof.

Resignation or Removal of Trustee. (a) A Trustee appointed to office shall hold office until its successor shall have been appointed by the Holders in accordance with this Trust Agreement or until its termination, removal or resignation. (b) Subject to the provisions of this Section 13.8, the Trustee may be appointed, removed or replaced without cause at any time by the Depositor, upon written notice, or with cause upon the occurrence of a Trustee Termination Event; provided, however, that the Trustee shall not be removed in accordance with this Section 13.8 until a successor Trustee possessing the qualifications to act as Trustee and willing and able to make the representations contained in under Section 3.2 13.8 (a "Successor Trustee") has been appointed by the Depositor and has accepted such appointment by written instrument executed by such Successor Trustee and delivered to the Depositor. (cb) A trustee appointed to office shall hold office until its successor shall have been appointed by the Holders in accordance with this Trust Agreement or until its termination, removal or resignation. Any Trustee trustee may resign hereunder from office (without need for prior or subsequent accounting) by an instrument in writing signed by the Trustee trustee and delivered to the Depositor, the Administrative Agent Trust and each Registered Ownerall of the Holders, which resignation shall become effective on the take effect upon such delivery or upon such later date as is specified in such instrumenttherein; provided, however, that no such resignation of a Trustee shall become be effective: (i) until a Successor Trustee has been appointed and has accepted such appointment by instrument executed by such Successor Trustee and delivered to the Up-MACRO Holding Trust, the Depositor, the Administrative Agent Depositor and the resigning Trusteetrustee; or (ii) until the assets of the Up-MACRO Holding Trust have been completely liquidated and the proceeds thereof distributed to the Holders. . (c) If no Successor Trustee shall have been appointed and accepted such appointment as provided in this Section 13.8 within thirty (30) days after delivery to the Depositor, the Administrative Agent Depositor and the Up-MACRO Holding Trust of an instrument of resignation, the resigning Trustee may petition at the expense of the Up-MACRO Holding Trust any court of competent jurisdiction for appointment of a Successor Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Trustee. (d) No Trustee shall be liable for anything that occurs after it has ceased to act in such capacity, including, without limitation, the acts or omissions to act of any Successor Trustee; provided, that such resigning or terminated Trustee shall remain liable for any actions taken by it prior to its termination or resignation as a result of which it would be liable to the Up-MACRO Holding Trust pursuant to Section 13.1(c).

Resignation or Removal of Trustee. (a) A Trustee appointed to office shall hold office until its successor shall have been appointed by the Holders in accordance with this Trust Agreement or until its termination, removal or resignation. (b) Subject to the provisions of this Section 13.8, the Trustee may be appointed, removed or replaced without cause at any time by the Depositor, upon written notice, or with cause upon the occurrence of a Trustee Termination Event; provided, however, that the Trustee shall not be removed in accordance with this Section 13.8 until a successor Trustee possessing the qualifications to act as Trustee and willing and able to make the representations contained in Section 3.2 (a "Successor Trustee") has been appointed by the Depositor and has accepted such appointment by written instrument executed by such Successor Trustee and delivered to the Depositor. (c) Any Trustee may resign hereunder by an instrument in writing signed by the Trustee and delivered to the Depositor, the Administrative Agent and each Registered Owner, which shall become effective on the date specified in such instrument; provided, however, that no such resignation of a Trustee shall become effective: (i) until a Successor Trustee has been appointed and has accepted such appointment by instrument executed by such Successor Trustee and delivered to the Up-MACRO Holding Down Trust, the Depositor, the Administrative Agent and the resigning Trustee; or (ii) until the assets of the Up-MACRO Holding Down Trust have been completely liquidated and the proceeds thereof distributed to the Holders. If no Successor Trustee shall have been appointed and accepted such appointment within thirty (30) days after delivery to the Depositor, the Administrative Agent and the Up-MACRO Holding Down Trust of an instrument of resignation, the resigning Trustee may petition at the expense of the Up-MACRO Holding Down Trust any court of competent jurisdiction for appointment of a Successor Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Trustee. (d) No Trustee shall be liable for anything that occurs after it has ceased to act in such capacity, including, without limitation, the acts or omissions to act of any Successor Trustee; provided, that such resigning or terminated Trustee shall remain liable for any actions taken by it prior to its termination or resignation as a result of which it would be liable to the Up-MACRO Holding Down Trust pursuant to Section 13.1(c).

Resignation or Removal of Trustee. (a) A Trustee appointed to office shall hold office until its successor shall have been appointed by the Holders in accordance with this Trust Agreement or until its termination, removal or resignation. (b) Subject to the provisions of this Section 13.8, the Trustee may be appointed, removed or replaced without cause at any time by the Depositor, upon written notice, or with cause upon the occurrence of a Trustee Termination Event; provided, however, that the Trustee shall not be removed in accordance with this Section 13.8 until a successor Trustee possessing the qualifications to act as Trustee and willing and able to make the representations contained in Section 3.2 (a "Successor Trustee") has been appointed by the Depositor and has accepted such appointment by written instrument executed by such Successor Trustee and delivered to the Depositor. (c) Any Trustee may resign hereunder by an instrument in writing signed by the Trustee and delivered to the Depositor, the Administrative Agent and each Registered Owner, which shall become effective on the date specified in such instrument; provided, however, that no such resignation of a Trustee shall become effective: (i) until a Successor Trustee has been appointed and has accepted such appointment by instrument executed by such Successor Trustee and delivered to the Up-MACRO Holding Up Trust, the Depositor, the Administrative Agent and the resigning Trustee; or (ii) until the assets of the Up-MACRO Holding Up Trust have been completely liquidated and the proceeds thereof distributed to the Holders. If no Successor Trustee shall have been appointed and accepted such appointment within thirty (30) days after delivery to the Depositor, the Administrative Agent and the Up-MACRO Holding Up Trust of an instrument of resignation, the resigning Trustee may petition at the expense of the Up-MACRO Holding Up Trust any court of competent jurisdiction for appointment of a Successor Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Trustee. (d) No Trustee shall be liable for anything that occurs after it has ceased to act in such capacity, including, without limitation, the acts or omissions to act of any Successor Trustee; provided, that such resigning or terminated Trustee shall remain liable for any actions taken by it prior to its termination or resignation as a result of which it would be liable to the Up-MACRO Holding Up Trust pursuant to Section 13.1(c).

Resignation or Removal of Trustee. (a) A Trustee appointed to office shall hold office until its successor shall have been appointed by the Holders in accordance with this Trust Agreement or until its termination, removal or resignation. (b) Subject to the provisions of this Section 13.8, the Trustee may be appointed, removed or replaced without cause at any time by the Depositor, upon written notice, or with cause upon the occurrence of a Trustee Termination Event; provided, however, that the Trustee shall not be removed in accordance with this Section 13.8 until a successor Trustee possessing the qualifications to act as Trustee and willing and able to make the representations contained in Section 3.2 (a "Successor Trustee") has been appointed by the Depositor and has accepted such appointment by written instrument executed by such Successor Trustee and delivered to the Depositor. (c) Any Trustee may resign hereunder by an instrument in writing signed by the Trustee and delivered to the Depositor, the Administrative Agent and each Registered Owner, which shall become effective on the date specified in such instrument; provided, however, that no such resignation of a Trustee shall become effective: (i) until a Successor Trustee has been appointed and has accepted such appointment by instrument executed by such Successor Trustee and delivered to the Up-MACRO Holding Down Trust, the Depositor, the Administrative Agent and the resigning Trustee; or (ii) until the assets of the Up-MACRO Holding Down Trust have been completely liquidated and the proceeds thereof distributed to the Holders. If no Successor Trustee shall have been appointed and accepted such appointment within thirty (30) days after delivery to the Depositor, the Administrative Agent and the Up-MACRO Holding Down Trust of an instrument of resignation, the resigning Trustee may petition at the expense of the Up-MACRO Holding Down Trust any court of competent jurisdiction for appointment of a Successor Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Trustee. (d) No Trustee shall be liable for anything that occurs after it has ceased to act in such capacity, including, without limitation, the acts or omissions to act of any Successor Trustee; provided, that such resigning or terminated Trustee shall remain liable for any actions taken by it prior to its termination or resignation as a result of which it would be liable to the Up-MACRO Holding Down Trust pursuant to Section 13.1(c).

Resignation or Removal of Trustee. The Trustee may resign and be discharged from the performance of its duties hereunder by giving 30 days’ prior written notice to MSF and the Company specifying a date when such resignation shall take effect, provided a successor trustee (a“Successor Trustee”) A Trustee appointed to office shall hold office until its successor shall have has been appointed by and assumes the Holders in accordance with this Trust Agreement or until its terminationduties of Trustee hereunder. The Company and the MSF Representatives, removal or resignation. (b) Subject to the provisions of this Section 13.8acting jointly, may remove and discharge the Trustee may be appointed, removed or replaced without cause from the performance of its duties hereunder at any time by the Depositor, upon giving 30 days’ prior written notice, or with cause upon the occurrence of a Trustee Termination Event; provided, however, that notice to the Trustee specifying a date when such removal shall not be removed in accordance with this Section 13.8 until a successor Trustee possessing the qualifications to act as Trustee and willing and able to make the representations contained in Section 3.2 (a "Successor Trustee") has been appointed by the Depositor and has accepted such appointment by written instrument executed by such Successor Trustee and delivered to the Depositor. (c) Any Trustee may resign hereunder by an instrument in writing signed by the Trustee and delivered to the Depositortake effect, the Administrative Agent and each Registered Owner, which shall become effective on the date specified in such instrument; provided, however, that no such resignation of a Trustee shall become effective: (i) until provided a Successor Trustee has been appointed and has accepted assumes the duties of Trustee hereunder. Upon any such appointment by instrument executed by such notice of resignation or removal, the Company and the MSF Representatives shall appoint a Successor Trustee and delivered hereunder prior to the Up-MACRO Holding Trusteffective date of such resignation or removal. If the Company or MSF fails to appoint a Successor Trustee within such time, or such designated Successor Trustee becomes unwilling or unable to serve as such, the Depositor, the Administrative Agent and the resigning Trustee; or (ii) until the assets of the Up-MACRO Holding Trust have been completely liquidated and the proceeds thereof distributed to the Holders. If no Successor Trustee shall have been appointed and accepted such appointment within thirty (30) days after delivery the right to the Depositor, the Administrative Agent and the Up-MACRO Holding Trust of an instrument of resignation, the resigning Trustee may petition at the expense of the Up-MACRO Holding Trust any a court of competent jurisdiction for appointment of a Successor Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, to appoint a Successor Trustee. , and all costs and expenses (d) No Trustee shall be liable for anything that occurs after it has ceased to act in such capacity, including, without limitation, reasonable attorneys’ fees) related to such petition shall be paid by the acts Company or omissions MSF, jointly and severally. The Trustee shall transmit all records pertaining to act of any the Trust assets, transmit the Company Shares and other Trust assets, if any, then held hereunder to the Successor Trustee; provided, that after making copies of such resigning or terminated records as the Trustee deems advisable and after deduction and payment to the Trustee of all fees and expenses (including any court costs and reasonable attorneys’ fees) incurred by the Trustee in connection with the performance of its duties hereunder. The provisions of this Trust Agreement shall remain liable for continue as to any actions taken or omitted to be taken by it the Trustee under this Trust Agreement prior to its termination the date on which a Successor Trustee becomes the Trustee hereunder. Any Successor Trustee(s) shall be U.S. citizens or resignation as a result entities organized under the laws of which it would be liable to the Up-MACRO Holding Trust pursuant to Section 13.1(c)United States or any state of the United States.

Resignation or Removal of Trustee. (a) A Trustee appointed to office shall hold office until its successor shall have been appointed by the Holders in accordance with this Trust Agreement or until its termination, removal or resignation. (b) Subject to the provisions of this Section 13.8, the Trustee may be appointed, removed or replaced without cause at any time by the Depositor, upon written notice, or with cause upon the occurrence of a Trustee Termination Event; provided, however, that the Trustee shall not be removed in accordance with this Section 13.8 until a successor Trustee possessing the qualifications to act as Trustee and willing and able to make the representations contained in under Section 3.2 13.8 (a "Successor Trustee") has been appointed by the Depositor and has accepted such appointment by written instrument executed by such Successor Trustee and delivered to the Depositor. (cb) A trustee appointed to office shall hold office until its successor shall have been appointed by the Holders in accordance with this Trust Agreement or until its termination, removal or resignation. Any Trustee trustee may resign hereunder from office (without need for prior or subsequent accounting) by an instrument in writing signed by the Trustee trustee and delivered to the Depositor, the Administrative Agent Trust and each Registered Ownerall of the Holders, which resignation shall become effective on the take effect upon such delivery or upon such later date as is specified in such instrumenttherein; provided, however, that no such resignation of a Trustee shall become be effective: (i) until a Successor Trustee has been appointed and has accepted such appointment by instrument executed by such Successor Trustee and delivered to the Up-MACRO Holding Trust, the Depositor, the Administrative Agent Depositor and the resigning Trusteetrustee; or (ii) until the assets of the Up-MACRO Holding Trust have been completely liquidated and the proceeds thereof distributed to the Holders. . (c) If no Successor Trustee shall have been appointed and accepted such appointment as provided in this Section 13.8 within thirty (30) days after delivery to the Depositor, the Administrative Agent Depositor and the Up-MACRO Holding Trust of an instrument of resignation, the resigning Trustee may petition at the expense of the Up-MACRO Holding Trust any court of competent jurisdiction for appointment of a Successor Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Trustee. (d) No Trustee shall be liable for anything that occurs after it has ceased to act in such capacity, including, without limitation, the acts or omissions to act of any Successor Trustee; provided, that such resigning or terminated Trustee shall remain liable for any actions taken by it prior to its termination or resignation as a result of which it would be liable to the Up-MACRO Holding Trust pursuant to Section 13.1(c).

Resignation or Removal of Trustee. (a) A Trustee appointed to office shall hold office until its or any successor shall have been appointed by the Holders in accordance with this Trust Agreement or until its termination, removal or resignation. (b) Subject to the provisions of this Section 13.8, the Trustee thereto may be appointed, removed or replaced without cause resign at any time without cause by giving at least sixty (60) days' prior written notice to each Certificate Holder, the DepositorAdministrative Agent and Lessee, and the Administrative Agent with the Majority Certificate Holders' written consent (provided no Loan Event of Default has occurred and is continuing) or, if the obligations owing to the Lenders have been satisfied in full, the Majority Certificate Holders may at any time remove Trustee without cause by an instrument in writing delivered to Trustee, Lessee, each Certificate Holder and Administrative Agent, such resignation or removal to be effective on the date on which a successor trustee is appointed hereunder. The Majority Certificate Holders and the Administrative Agent may, at any time upon 30 days' prior written noticenotice to Trust Company and Lessee by an instrument in writing, or with cause upon the occurrence of appoint a Trustee Termination Event; successor trustee, provided, however, that a successor trustee shall be a bank, trust company or association organized under the Trustee laws of the United States of America or any state thereof, shall have a combined capital and surplus of at least $500,000,000 and shall have agreed to act as Trustee, and provided further that any successor trustee shall be subject to approval by Lessee, which approval shall not be removed in accordance with this Section 13.8 until unreasonably withheld or delayed (except that, if a Lease Event of Default shall have occurred and be continuing, Lessee shall have no right to approve a successor Trustee possessing trustee). If the qualifications to act as Trustee Majority Certificate Holders and willing and able to make the representations contained in Section 3.2 (a "Successor Trustee") has been appointed by the Depositor and has accepted such appointment by written instrument executed by such Successor Trustee and delivered to the Depositor. (c) Any Trustee may resign hereunder by an instrument in writing signed by the Trustee and delivered to the Depositor, the Administrative Agent and each Registered Owner, which shall become effective on the date specified in such instrument; provided, however, that no such resignation of not have appointed a Trustee shall become effective: (i) until a Successor Trustee has been appointed and has accepted such appointment by instrument executed by such Successor Trustee and delivered to the Up-MACRO Holding Trust, the Depositor, the Administrative Agent and the resigning Trustee; or (ii) until the assets of the Up-MACRO Holding Trust have been completely liquidated and the proceeds thereof distributed to the Holders. If no Successor Trustee shall have been appointed and accepted such appointment successor trustee within thirty (30) days after delivery to the Depositorgiving of notice of such resignation or removal, the Administrative Agent and the Up-MACRO Holding Trust of an instrument of resignation, the resigning Trustee may petition at the expense of the Up-MACRO Holding Trust apply to any court of competent jurisdiction for appointment of to appoint a Successor Trustee. Such court may thereupon, after prescribing successor trustee to act until such noticetime, if any, as it may deem proper, appoint a Successor Trustee. successor or successors shall have been appointed by the Majority Certificate Holders and the Administrative Agent as above provided. Any successor trustee so appointed by such court shall immediately and without further act be superseded by a successor trustee appointed by the Majority Certificate Holders and the Administrative Agent within one (d1) No Trustee year from the date of the appointment by such court. In the event such a successor trustee shall be liable for anything that occurs after it has ceased appointed, a Bill xx Sale evidencing the transfer of the interest in the Equipment to act in such capacityand a written instrument evidencing the assumption of the obligations under the Loan Agreement by the successor trustee as Trustee, including, without limitation, along with any additional documentation required (including Financing Statements) shall be executed. Such documents shall be held by the acts or omissions to act of any Successor Trustee; provided, that such resigning or terminated Trustee successor trustee and shall remain liable for any actions taken by it prior to its termination or resignation as a result of which it would be liable provided to the Up-MACRO Holding Trust pursuant other parties to Section 13.1(c)the Operative Documents upon request.

Resignation or Removal of Trustee. (a) A The Trustee appointed or the Delaware Trustee, as the case may be, may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to office the Administrator. Upon receiving such notice of resignation, the Administrator shall hold office until its promptly appoint a successor Trustee or Delaware Trustee, as the case may be, meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee or Delaware Trustee and one copy to the successor Trustee or Delaware Trustee. If no successor Trustee or Delaware Trustee, as the case may be, shall have been appointed by the Holders in accordance with this Trust Agreement or until its termination, removal or resignation. (b) Subject to the provisions of this Section 13.8, the Trustee may be appointed, removed or replaced without cause at any time by the Depositor, upon written notice, or with cause upon the occurrence of a Trustee Termination Event; provided, however, that the Trustee shall not be removed in accordance with this Section 13.8 until a successor Trustee possessing the qualifications to act as Trustee and willing and able to make the representations contained in Section 3.2 (a "Successor Trustee") has been appointed by the Depositor and has accepted such appointment by written instrument executed by such Successor Trustee and delivered to the Depositor. (c) Any Trustee may resign hereunder by an instrument in writing signed by the Trustee and delivered to the Depositor, the Administrative Agent and each Registered Owner, which shall become effective on the date specified in such instrument; provided, however, that no such resignation of a Trustee shall become effective: (i) until a Successor Trustee has been so appointed and has have accepted such appointment by instrument executed by such Successor Trustee and delivered to the Up-MACRO Holding Trust, the Depositor, the Administrative Agent and the resigning Trustee; or (ii) until the assets of the Up-MACRO Holding Trust have been completely liquidated and the proceeds thereof distributed to the Holders. If no Successor Trustee shall have been appointed and accepted such appointment within thirty (30) 30 days after delivery to the Depositor, the Administrative Agent and the Up-MACRO Holding Trust giving of an instrument such notice of resignation, the resigning Trustee or Delaware Trustee may petition at the expense of the Up-MACRO Holding Trust any court of competent jurisdiction for the appointment of a Successor successor Trustee or Delaware Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem properapplicable; provided, appoint a Successor Trustee. (d) No Trustee shall be liable for anything that occurs after it has ceased to act in such capacity, including, without limitation, the acts or omissions to act of any Successor Trustee; providedhowever, that such right to appoint or to petition for the appointment of any such successor shall in no event relieve the resigning Trustee or terminated Delaware Trustee from any obligations otherwise imposed on it under the Basic Documents until such successor has in fact assumed such appointment. If at any time the Trustee or the Delaware Trustee, as the case may be, shall remain liable for cease to be or shall be likely to cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign after written request therefor by the Administrator, or if at any actions taken time an Insolvency Event with respect to the Trustee or the Delaware Trustee, as the case may be, shall have occurred and be continuing, then the Administrator may remove the Trustee or the Delaware Trustee, as applicable. If the Administrator shall remove the Trustee or the Delaware Trustee, as the case may be, under the authority of the immediately preceding sentence, the Administrator shall promptly appoint a successor Trustee or the Delaware Trustee, as applicable, by it prior to its termination or resignation as a result written instrument, in duplicate, one copy of which it would instrument shall be liable delivered to the Up-MACRO Holding Trust outgoing Trustee or the Delaware Trustee, as applicable, so removed and one copy to the successor Trustee or the Delaware Trustee, as applicable, and payment of all fees owed to the outgoing Trustee or Delaware Trustee, as applicable. Any resignation or removal of the Trustee or the Delaware Trustee, as applicable, and appointment of a successor Trustee or Delaware Trustee, as applicable, pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Trustee or Delaware Trustee, as applicable, pursuant to Section 13.1(c)10.03, payment of all fees and expenses owed to the outgoing Trustee or Delaware Trustee, as applicable, and the filing of a certificate of amendment to the Trust’s certificate of trust pursuant to Section 3810(b) of the Delaware Statutory Trust Act. The Administrator shall provide notice of such resignation or removal of the Trustee or the Delaware Trustee, as applicable, and to each of the Rating Agencies.

Resignation or Removal of Trustee. (a) A Trustee appointed to office shall hold office until its Bank or any successor shall have been appointed by the Holders in accordance with this Trust Agreement or until its termination, removal or resignation. (b) Subject to the provisions of this Section 13.8, the thereto as Trustee may be appointed, removed or replaced without cause resign as Trustee at any time without cause by the Depositor, upon giving at least 60 days' prior written notice, or with cause upon the occurrence of a Trustee Termination Event; provided, however, that the Trustee shall not be removed in accordance with this Section 13.8 until a successor Trustee possessing the qualifications notice to act as Trustee and willing and able to make the representations contained in Section 3.2 (a "Successor Trustee") has been appointed by the Depositor and has accepted such appointment by written instrument executed by such Successor Trustee and delivered to the Depositor. (c) Any Trustee may resign hereunder by an instrument in writing signed by the Trustee and delivered to the Depositoreach Lender, the Administrative Agent and each Registered OwnerGrantor, which shall become and the Required Lenders (or Grantors, if there exists no Event of Default and then at the expense of Grantors) may at any time remove the Trustee without cause by an instrument in writing delivered to the Trustee, the Administrative Agent and each Grantor, such resignation or removal to be effective on the later of the date specified in such instrumentnotice or written instrument or the date on which a successor trustee is appointed hereunder. With the written consent of the Administrative Agent (and, so long as a Lease Event of Default shall not have occurred and be continuing, each Grantor), the Required Lenders may, at any time upon 30 days' prior written notice to the Administrative Agent and each Grantor by an instrument in writing, appoint a successor trustee; provided, however, so long as a Lease Event of Default shall not have occurred and be continuing and with the written consent of the Required Lenders and at the expense of Grantors, the Grantors may, after 30 days from the date of such consent by an instrument in writing, appoint a successor trustee; provided, further, that no any successor trustee shall be a bank or trust company organized under the laws of the United States of America or any state thereof that has a combined capital and surplus of at least $100,000,000; and provided, further, that, if required by Applicable Law, the Mississippi Gaming Commission shall have made a determination of suitability with respect to such successor trustee. If the Required Lenders do not appoint a successor trustee within 30 days after the giving of notice of such resignation of a Trustee shall become effective: (i) until a Successor Trustee has been appointed and has accepted such appointment by instrument executed by such Successor Trustee and delivered to the Up-MACRO Holding Trust, the Depositoror removal, the Administrative Agent and or the resigning Trustee; or (ii) until the assets of the Up-MACRO Holding Trust have been completely liquidated and the proceeds thereof distributed to the Holders. If no Successor Trustee shall have been appointed and accepted such appointment within thirty (30) days after delivery to the Depositor, the Administrative Agent and the Up-MACRO Holding Trust of an instrument of resignation, the resigning Trustee may petition at the expense of the Up-MACRO Holding Trust apply to any court of competent jurisdiction for appointment of a Successor Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, to appoint a Successor Trustee. (d) No Trustee shall be liable for anything that occurs after it has ceased successor trustee to act in until a successor or successors is appointed by the Required Lenders as above provided. Any successor trustee so appointed by such capacity, including, court shall immediately and without limitation, further act be superseded by a successor trustee appointed by the acts or omissions to act Required Lenders within one year from the date of any Successor Trustee; provided, that the appointment by such resigning or terminated Trustee shall remain liable for any actions taken by it prior to its termination or resignation as a result of which it would be liable to the Up-MACRO Holding Trust pursuant to Section 13.1(c)court.

Resignation or Removal of Trustee. (aOR CUSTODIAN) A The Trustee appointed to office shall hold office until its successor shall have been appointed by the Holders in accordance with this Trust Agreement (or until its terminationCustodian, removal or resignation. (bif applicable) Subject to the provisions of this Section 13.8, the Trustee may be appointed, removed or replaced without cause resign at any time by giving 30 days advance written notice to the Depositor, upon Employer. The resignation shall become effective 30 days after receipt of such notice unless a shorter period is agreed upon. The Employer may remove any Trustee (or Custodian) at any time by giving written notice, notice to such Trustee (or with cause upon Custodian) and such removal shall be effective 30 days after receipt of such notice unless a shorter period is agreed upon. The Employer shall have the occurrence of a Trustee Termination Event; provided, however, that the Trustee shall not be removed in accordance with this Section 13.8 until power to appoint a successor Trustee possessing the qualifications to act as Trustee and willing and able to make the representations contained in Section 3.2 (a "Successor Trustee") has been appointed by the Depositor and has accepted such appointment by written instrument executed by such Successor Trustee and delivered to the Depositor. (c) Any Trustee may resign hereunder by an instrument in writing signed by the Trustee and delivered to the Depositor, the Administrative Agent and each Registered Owner, which shall become effective on the date specified in such instrument; provided, however, that no or Custodian). Upon such resignation of a Trustee shall become effective: (i) until a Successor Trustee has been appointed and has accepted such appointment by instrument executed by such Successor Trustee and delivered to the Up-MACRO Holding Trustor removal, the Depositor, the Administrative Agent and if the resigning Trustee; or or removed Trustee (iior Custodian) until is the sole Trustee (or Custodian), he shall transfer all of the assets of the Up-MACRO Holding Trust Fund then held by him as expeditiously as possible to the successor Trustee (or Custodian) after paying or reserving such reasonable amount as he shall deem necessary to provide for the expense in the settlement of the accounts and the amount of any compensation due him and any sums chargeable against the Fund for which he may be liable. If the Funds as reserved are not sufficient for such purpose, then he shall be entitled to reimbursement from the successor Trustee (or Custodian) out of the assets in the successor Trustee's (or Custodian's) hands under this Plan. If the amount reserved shall be in excess of the amount actually needed, the former Trustee (or Custodian) shall return such excess to the successor Trustee (or Custodian). Upon receipt of such assets, the successor Trustee (or Custodian) shall thereupon succeed to all of the powers and responsibilities given to the Trustee (or Custodian) by this Plan. The resigning or removed Trustee (or Custodian) shall render an accounting to the Employer and unless objected to by the Employer within 30 days of its receipt, the accounting shall be deemed to have been completely liquidated approved and the proceeds thereof distributed to the Holders. If no Successor resigning or removed Trustee shall have been appointed and accepted such appointment within thirty (30or Custodian) days after delivery to the Depositor, the Administrative Agent and the Up-MACRO Holding Trust of an instrument of resignation, the resigning Trustee may petition at the expense of the Up-MACRO Holding Trust any court of competent jurisdiction for appointment of a Successor Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Trustee. (d) No Trustee shall be liable for anything that occurs after released and discharged as to all matters set forth in the accounting. Where a financial organization is serving as Trustee (or Custodian) and it has ceased to act in such capacity, including, without limitation, is merged with or bought by another organization (or comes under the acts or omissions to act control of any Successor Trustee; providedfederal or state agency), that such resigning organization shall serve as the successor Trustee (or terminated Custodian) of this Plan, but only if it is the type of organization that can so serve under applicable law. Where the Trustee shall remain liable for any actions taken by it prior to its termination or resignation Custodian is serving as a result of which it would be liable to the Up-MACRO Holding Trust nonbank trustee or custodian pursuant to Section 13.1(c)1.401-12(n) of the Income Tax Regulations, the Employer will appoint a successor Trustee (or Custodian) upon notification by the Commissioner of Internal Revenue that such substitution is required because the Trustee (or Custodian) has failed to comply with the requirements of Section 1.401-12(n) or is not keeping such records or making such returns or rendering such statements as are required by form or regulations.

Resignation or Removal of Trustee. (a) A The Trustee appointed or the Delaware Trustee, as the case may be, may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to office the Administrator. Upon receiving such notice of resignation, the Administrator shall hold office until its promptly appoint a successor Trustee or Delaware Trustee, as the case may be, meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee or Delaware Trustee and one copy to the successor Trustee or Delaware Trustee. If no successor Trustee or Delaware Trustee, as the case may be, shall have been so appointed by and have accepted appointment within 30 days after the Holders in accordance with this Trust Agreement or until its termination, removal or giving of such notice of resignation. (b) Subject to the provisions of this Section 13.8, the resigning Trustee or Delaware Trustee may be appointed, removed or replaced without cause at petition any time by court of competent jurisdiction for the Depositor, upon written notice, or with cause upon the occurrence appointment of a successor Trustee Termination Eventor Delaware Trustee, as applicable; provided, however, that such right to appoint or to petition for the appointment of any such successor shall in no event relieve the resigning Trustee or Delaware Trustee from any obligations otherwise imposed on it under the Basic Documents until such successor has in fact assumed such appointment. If at any time the Trustee or the Delaware Trustee, as the case may be, shall not cease to be removed or shall be likely to cease to be eligible in accordance with this the provisions of Section 13.8 until 10.01 and shall fail to resign after written request therefor by the Administrator, or if at any time an Insolvency Event with respect to the Trustee or the Delaware Trustee, as the case may be, shall have occurred and be continuing, then the Administrator may remove the Trustee or the Delaware Trustee, as applicable. If the Administrator shall remove the Trustee or the Delaware Trustee, as the case may be, under the authority of the immediately preceding sentence, the Administrator shall promptly appoint a successor Trustee possessing or the qualifications to act Delaware Trustee, as Trustee and willing and able to make the representations contained in Section 3.2 (a "Successor Trustee") has been appointed by the Depositor and has accepted such appointment applicable, by written instrument, in duplicate, one copy of which instrument executed by such Successor Trustee and shall be delivered to the Depositor. (c) outgoing Trustee or the Delaware Trustee, as applicable, so removed and one copy to the successor Trustee or the Delaware Trustee, as applicable, and payment of all fees owed to the outgoing Trustee or Delaware Trustee, as applicable. Any Trustee may resign hereunder by an instrument in writing signed by resignation or removal of the Trustee or the Delaware Trustee, as applicable, and delivered to the Depositor, the Administrative Agent and each Registered Owner, which shall become effective on the date specified in such instrument; provided, however, that no such resignation of a Trustee shall become effective: (i) until a Successor Trustee has been appointed and has accepted such appointment by instrument executed by such Successor Trustee and delivered to the Up-MACRO Holding Trust, the Depositor, the Administrative Agent and the resigning Trustee; or (ii) until the assets of the Up-MACRO Holding Trust have been completely liquidated and the proceeds thereof distributed to the Holders. If no Successor Trustee shall have been appointed and accepted such appointment within thirty (30) days after delivery to the Depositor, the Administrative Agent and the Up-MACRO Holding Trust of an instrument of resignation, the resigning Trustee may petition at the expense of the Up-MACRO Holding Trust any court of competent jurisdiction for appointment of a Successor successor Trustee or Delaware Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem properapplicable, appoint a Successor pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Trustee or Delaware Trustee. (d) No Trustee shall be liable for anything that occurs after it has ceased to act in such capacity, includingas applicable, without limitation, the acts or omissions to act of any Successor Trustee; provided, that such resigning or terminated Trustee shall remain liable for any actions taken by it prior to its termination or resignation as a result of which it would be liable to the Up-MACRO Holding Trust pursuant to Section 13.1(c)10.03, payment of all fees and expenses owed to the outgoing Trustee or Delaware Trustee, as applicable, and the filing of a certificate of amendment to the Trust’s certificate of trust pursuant to Section 3810(b) of the Delaware Statutory Trust Act. The Administrator shall provide notice of such resignation or removal of the Trustee or the Delaware Trustee, as applicable, and to each of the Rating Agencies.

Resignation or Removal of Trustee. (a) A Trustee appointed to office shall hold office until its or any successor shall have been appointed by the Holders in accordance with this Trust Agreement or until its termination, removal or resignation. (b) Subject to the provisions of this Section 13.8, the Trustee thereto may be appointed, removed or replaced without cause resign at any time without cause by giving at least sixty (60) days' prior written notice to each Certificate Holder, the DepositorAdministrative Agent and Lessee, and the Majority Certificate Holders may at any time remove Trustee without cause by an instrument in writing delivered to Trustee, Lessee, each Certificate Holder and the Administrative Agent, such resignation or removal to be effective on the date on which a successor trustee is appointed hereunder. The Majority Certificate Holders may, at any time upon 30 days' prior written noticenotice to Trust Company, or with cause upon the occurrence of Administrative Agent and Lessee by an instrument in writing, appoint a Trustee Termination Event; successor trustee, provided, however, that a successor trustee shall be a bank, trust company or association organized under the Trustee laws of the United States of America or any state thereof, shall have a combined capital and surplus of at least $500,000,000, and shall have agreed to act as Trustee, and provided further that any successor trustee shall be subject to approval by Lessee, which approval shall not be removed in accordance with this Section 13.8 until unreasonably withheld or delayed (except that, if a Lease Event of Default shall have occurred and be continuing, Lessee shall have no right to approve a successor Trustee possessing the qualifications to act as Trustee and willing and able to make the representations contained in Section 3.2 (a "Successor Trustee") has been appointed by the Depositor and has accepted such appointment by written instrument executed by such Successor Trustee and delivered to the Depositor. (c) Any Trustee may resign hereunder by an instrument in writing signed by the Trustee and delivered to the Depositor, the Administrative Agent and each Registered Owner, which shall become effective on the date specified in such instrument; provided, however, that no such resignation of a Trustee shall become effective: (i) until a Successor Trustee has been appointed and has accepted such appointment by instrument executed by such Successor Trustee and delivered to the Up-MACRO Holding Trust, the Depositor, the Administrative Agent and the resigning Trustee; or (ii) until the assets of the Up-MACRO Holding Trust have been completely liquidated and the proceeds thereof distributed to the Holderstrustee). If no Successor Trustee the Majority Certificate Holders shall not have been so appointed and accepted such appointment a successor trustee within thirty (30) days after delivery to the Depositorgiving of notice of such resignation or removal, the Administrative Agent and the Up-MACRO Holding Trust of an instrument of resignation, the resigning Trustee may petition at the expense of the Up-MACRO Holding Trust apply to any court of competent jurisdiction for appointment of to appoint a Successor Trustee. Such court may thereupon, after prescribing successor trustee to act until such noticetime, if any, as it may deem proper, appoint a Successor Trustee. successor or successors shall have been appointed by the Majority Certificate Holders as above provided. Any successor trustee so appointed by such court shall immediately and without further act be superseded by a successor trustee appointed by the Majority Certificate Holders within one (d1) No Trustee year from the date of the appointment by such court. In the event such a successor trustee shall be liable for anything that occurs after it has ceased appointed, a Bill xx Sale evidencing the transfer of the interest in the Equipment to act in such capacityand a written instrument evidencing the assumption of the obligations under the Loan Agreement by the successor trustee as Trustee, including, without limitation, along with any additional documentation required (including Financing Statements) shall be executed. Such documents shall be held by the acts or omissions to act of any Successor Trustee; provided, that such resigning or terminated Trustee successor trustee and shall remain liable for any actions taken by it prior to its termination or resignation as a result of which it would be liable provided to the Up-MACRO Holding Trust pursuant other parties to Section 13.1(c)the Operative Documents upon request.

Resignation or Removal of Trustee. (a) A Trustee appointed to office shall hold office until its successor shall have been appointed by the Holders in accordance with this Trust Agreement or until its termination, removal or resignation. (b) Subject to the provisions of this Section 13.8, the Trustee may be appointed, removed or replaced without cause at any time by the Depositor, upon written notice, or with cause upon the occurrence of a Trustee Termination Event; provided, however, that the Trustee shall not be removed in accordance with this Section 13.8 until a successor Trustee possessing the qualifications to act as Trustee and willing and able to make the representations contained in under Section 3.2 13.8 (a "Successor Trustee") has been appointed by the Depositor and has accepted such appointment by written instrument executed by such Successor Trustee and delivered to the Depositor. (cb) A trustee appointed to office shall hold office until its successor shall have been appointed by the Holders in accordance with this Trust Agreement or until its termination, removal or resignation. Any Trustee trustee may resign hereunder from office (without need for prior or subsequent accounting) by an instrument in writing signed by the Trustee trustee and delivered to the Depositor, the Administrative Agent Trust and each Registered Ownerall of the Holders, which resignation shall become effective on the take effect upon such delivery or upon such later date as is specified in such instrumenttherein; provided, however, that no such resignation of a Trustee shall become be effective: (i) until a Successor Trustee has been appointed and has accepted such appointment by instrument executed by such Successor Trustee and delivered to the Up-MACRO Holding Trust, the Depositor, the Administrative Agent Depositor and the resigning Trusteetrustee; or (ii) until the assets of the Up-MACRO Holding Trust have been completely liquidated and the proceeds thereof distributed to the Holders. . (c) If no Successor Trustee shall have been appointed and accepted such appointment as provided in this Section 13.8 within thirty (30) days after delivery to the Depositor, the Administrative Agent Depositor and the Up-MACRO Holding Trust of an instrument of resignation, the resigning Trustee may petition at the expense of the Up-MACRO Holding Trust any court of competent jurisdiction for appointment of a Successor Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Trustee. (d) No Trustee shall be liable for anything that occurs after it has ceased to act in such capacity, including, including without limitation, the acts or omissions to act of any Successor Trustee; provided, that such resigning or terminated Trustee shall remain liable for any actions taken by it prior to its termination or resignation as a result of which it would be liable to the Up-MACRO Holding Trust pursuant to Section 13.1(c).

Resignation or Removal of Trustee. (a) A The Trustee appointed may resign and thereby become discharged from the trusts created under this Indenture for any reason by giving written notice by first class mail, postage prepaid, to office shall hold office until its successor shall have been appointed by the Issuer, to the Company and to the Holders in accordance with this Trust Agreement or of all Bonds not less than sixty (60) days before such resignation is to take effect, but such resignation shall not take effect until its termination, removal or resignation. (b) Subject the appointment and acceptance thereof of a successor Trustee pursuant to the provisions of this Section 13.8, the 9.08. The Trustee may be appointed, removed or replaced without cause at any time by an instrument or concurrent instruments in writing filed with the Depositor, upon written notice, Trustee and signed by the Issuer or with cause the Majority Holders or their attorneys-in-fact duly authorized. Such removal shall become effective either upon the occurrence appointment and acceptance of a Trustee Termination Event; provided, however, that the Trustee shall not be removed in accordance with this Section 13.8 until such appointment by a successor Trustee possessing the qualifications to act as Trustee and willing and able to make the representations contained in Section 3.2 (a "Successor Trustee") has been appointed by the Depositor and has accepted such appointment by written instrument executed by such Successor Trustee and delivered to the Depositor. (c) Any Trustee may resign hereunder by an instrument in writing signed by the Trustee and delivered to the Depositor, the Administrative Agent and each Registered Owner, which shall become effective on or at the date specified in the instrument of removal. The Trustee shall promptly give notice of such instrument; provided, however, that no such resignation filing to the Issuer and the Company. No removal shall take effect until the appointment and acceptance thereof of a successor Trustee pursuant to Section 9.08. If the Trustee shall become effective: (i) until a Successor resign or shall be removed, such Trustee has been appointed must transfer and has accepted such appointment by instrument executed by such Successor Trustee and delivered assign to the Up-MACRO Holding Trustsuccessor Trustee, not later than the Depositordate of this acceptance by the successor Trustee of its appointment as such, the Administrative Agent and the resigning Trustee; or (ii) until the assets of the Up-MACRO Holding Trust have been completely liquidated and the proceeds thereof distributed to the Holders. If no Successor Trustee shall have been appointed and accepted such appointment within or thirty (30) days after delivery to from the Depositor, date specified in the Administrative Agent and the Up-MACRO Holding Trust of an instrument of removal or resignation, the resigning Trustee may petition at the expense of the Up-MACRO Holding Trust any court of competent jurisdiction for appointment of a Successor Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem properwhichever shall last occur, appoint (i) all amounts (including all investments thereof) held in any Fund or Account under this Indenture, together with a Successor Trusteefull accounting thereof, (ii) all records, files, correspondence, registration books, Bond inventory, all information relating to this Indenture and to Bond payment status (i.e., outstanding principal balances, principal payment and interest payment schedules, Sinking Fund Installment schedules, pending notices of redemption, payments made and to whom, delinquent payments, default or delinquency notices, deficiencies in any Fund or Account balance, etc. ) and all such other information (din whatever form) No relating to all Funds and Accounts in the possession of the Trustee shall be liable for anything that occurs after it has ceased to act in such capacitybeing removed or resigning, and (iii) all Security Documents and other documents or agreements, including, without limitation, the acts all Uniform Commercial Code Financing Statements, all insurance policies or omissions to act certificates, letters of any Successor Trustee; provided, that such resigning credit or terminated Trustee shall remain liable for any actions taken by it prior to its termination or resignation as a result of which it would be liable other instruments provided to the Up-MACRO Holding Trustee being removed or resigning (clauses (i), (ii) and (iii), together with the Trust pursuant Estate, being collectively referred to Section 13.1(cas the “Trust Corpus”).

Resignation or Removal of Trustee. (aor Custodian) A The Trustee appointed to office shall hold office until its successor shall have been appointed by the Holders in accordance with this Trust Agreement (or until its terminationCustodian, removal or resignation. (bif applicable) Subject to the provisions of this Section 13.8, the Trustee may be appointed, removed or replaced without cause resign at any time by giving 30 days advance written notice to the Depositor, upon Employer. The resignation shall become effective 30 days after receipt of such notice unless a shorter period is agreed upon. The Employer may remove any Trustee (or Custodian) at any time by giving written notice, notice to such Trustee (or with cause upon Custodian) and such removal shall be effective 30 days after receipt of such notice unless a shorter period is agreed upon. The Employer shall have the occurrence of a Trustee Termination Event; provided, however, that the Trustee shall not be removed in accordance with this Section 13.8 until power to appoint a successor Trustee possessing the qualifications to act as Trustee and willing and able to make the representations contained in Section 3.2 (a "Successor Trustee") has been appointed by the Depositor and has accepted such appointment by written instrument executed by such Successor Trustee and delivered to the Depositor. (c) Any Trustee may resign hereunder by an instrument in writing signed by the Trustee and delivered to the Depositor, the Administrative Agent and each Registered Owner, which shall become effective on the date specified in such instrument; provided, however, that no or Custodian). Upon such resignation of a Trustee shall become effective: (i) until a Successor Trustee has been appointed and has accepted such appointment by instrument executed by such Successor Trustee and delivered to the Up-MACRO Holding Trustor removal, the Depositor, the Administrative Agent and if the resigning Trustee; or or removed Trustee (iior Custodian) until is the sole Trustee (or Custodian), he shall transfer all of the assets of the Up-MACRO Holding Trust Fund then held by him as expeditiously as possible to the successor Trustee (or Custodian) after paying or reserving such reasonable amount as he shall deem necessary to provide for the expense in the settlement of the accounts and the amount of any compensation due him and any sums chargeable against the Fund for which he may be liable. If the Funds as reserved are not sufficient for such purpose, then he shall be entitled to reimbursement from the successor Trustee (or Custodian) out of the assets in the successor Trustee's (or Custodian's) hands under this Plan. If the amount reserved shall be in excess of the amount actually needed, the former Trustee (or Custodian) shall return such excess to the successor Trustee (or Custodian). Upon receipt of such assets, the successor Trustee (or Custodian) shall thereupon succeed to all of the powers and responsibilities given to the Trustee (or Custodian) by this Plan. The resigning or removed Trustee (or Custodian) shall render an accounting to the Employer and unless objected to by the Employer within 30 days of its receipt, the accounting shall be deemed to have been completely liquidated approved and the proceeds thereof distributed to the Holders. If no Successor resigning or removed Trustee shall have been appointed and accepted such appointment within thirty (30or Custodian) days after delivery to the Depositor, the Administrative Agent and the Up-MACRO Holding Trust of an instrument of resignation, the resigning Trustee may petition at the expense of the Up-MACRO Holding Trust any court of competent jurisdiction for appointment of a Successor Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Trustee. (d) No Trustee shall be liable for anything that occurs after released and discharged as to all matters set forth in the accounting. Where a financial organization is serving as Trustee (or Custodian) and it has ceased to act in such capacity, including, without limitation, is merged with or bought by another organization (or comes under the acts or omissions to act control of any Successor Trustee; providedfederal or state agency), that such resigning organization shall serve as the successor Trustee (or terminated Custodian) of this Plan, but only if it is the type of organization that can so serve under applicable law. Where the Trustee shall remain liable for any actions taken by it prior to its termination or resignation Custodian is serving as a result of which it would be liable to the Up-MACRO Holding Trust nonbank trustee or custodian pursuant to Section 13.1(c)1.401-12(n) of the Income Tax Regulations, the Employer will appoint a successor Trustee (or Custodian) upon notification by the Commissioner of Internal Revenue that such substitution is required because the Trustee (or Custodian) has failed to comply with the requirements of Section 1.401-12(n) or is not keeping such records or making such returns or rendering such statements as are required by forms or regulations.

Resignation or Removal of Trustee. 14.1 The Trustee may resign at any time, other than during a Threatened Change in Control Period or after a Change in Control, upon six months written notice to the Company or such shorter period as is acceptable to the Company (hereinafter referred to as the "Resignation Period ") and upon the effective date of such resignation shall have no further duties hereunder. The Trustee will have no duty to find or secure the appointment of a successor upon its resignation pursuant to this Section nor shall its resignation or its termination of any further duties be contingent upon the appointment and qualification of a successor. Promptly after receipt of such notice, the Company shall appoint a successor trustee, such trustee to become Trustee upon its acceptance of this Trust. 14.2 During a Threatened Change in Control Period or after a Change in Control, the Trustee may resign only under the following circumstances: (a) A final decision of a court of competent jurisdiction removing the Trustee appointed by reason of such court's determination of the existence of a conflict of interest which prevents the Trustee from properly performing its duties hereunder. The Trustee agrees to office shall hold office until use its successor shall have been appointed by the Holders in accordance with best efforts to avoid any such conflict. For purposes of this Trust Agreement Agreement, the decision of a court shall not be deemed to be final unless the decision is not appealable, or no appeal has been taken from the decision and the time for an appeal has expired. Notwithstanding the foregoing provisions of this clause (a), such resignation shall not be effective until the Company, with the approval of a majority in interest of the Participants, has obtained the agreement of a bank to act as successor trustee, or the court has appointed a bank to act as successor trustee and such bank has accepted such appointment. In any event, the Trustee shall continue to be custodian only of the Trust and may not take any fiduciary action without the direction of the court until the new trustee is installed, and the Trustee shall be entitled to expenses and fees through the latter of the effective date of its termination, removal resignation as Trustee or resignationthe end of its custodianship of the Trust assets. (b) Subject The assets of the Trustee Expense Account have been exhausted. The Company shall appoint a successor trustee, subject to the consent of a majority in interest of the Participants. In such event, the Trustee shall continue to be custodian of the Trust until the new trustee is installed, and the Trustee shall be entitled to expenses and fees through the latter of the effective date of its resignation as Trustee or the end of its custodianship of the Trust assets. Notwithstanding anything to the contrary contained in this clause if, at the time the Trustee would otherwise have been entitled to resign pursuant to the provisions of this Section 13.8thereof, there are funds remaining in any Benefit Account, the Trustee may be appointed, removed or replaced without cause at any time by shall continue to administer the Depositor, upon written notice, or with cause upon the occurrence of a Trustee Termination Event; provided, however, that the Trustee shall not be removed Trust and make payments from such Benefit Account in accordance with this Section 13.8 until a successor Trustee possessing the qualifications to act as Trustee Article 5 and willing and able to make the representations contained in Section 3.2 (a "Successor Trustee") has been appointed by the Depositor and has accepted such appointment by written instrument executed by such Successor Trustee and delivered to the Depositor. (c) Any Trustee may resign hereunder by an instrument in writing signed by the Trustee and delivered will continue to have all such powers provided for in the DepositorTrust to enable it to fulfill its duties under Article 5, including the Administrative Agent and each Registered Owner, which shall become effective on right to recover from the date specified in such instrument; provided, however, that no such resignation of a Trustee shall become effective: (i) until a Successor Trustee has been appointed and has accepted such appointment by instrument executed by such Successor Trustee and delivered to the Up-MACRO Holding Trust, the Depositor, the Administrative Agent and the resigning Trustee; or (ii) until the assets of the Up-MACRO Holding Trust have been completely liquidated and the proceeds thereof distributed to the Holders. If no Successor Trustee shall have been appointed and accepted such appointment within thirty (30) days after delivery to the Depositor, the Administrative Agent and the Up-MACRO Holding Trust of an instrument of resignation, the resigning Trustee may petition at the expense of the Up-MACRO Holding Trust any court of competent jurisdiction for appointment of a Successor Trustee. Such court may thereupon, after prescribing such notice, if any, Benefit Account all reasonable expenses as it may deem proper, appoint a Successor Trustee. (d) No Trustee shall be liable for anything that occurs after it has ceased to act in such capacity, including, without limitation, the acts or omissions to act of any Successor Trustee; provided, that such resigning or terminated Trustee shall remain liable for any actions taken by it prior to its termination or resignation as a result of which it would be liable to the Up-MACRO Holding Trust pursuant to Section 13.1(c).provided in

Resignation or Removal of Trustee. Subject to the appointment and acceptance of a successor Trustee as provided below, the Trustee may resign at any time by giving notice thereof to each of the Lenders and the Company. The Trustee may be removed at any time with or without cause by either of the Lenders. Upon any such resignation or removal, the Lenders shall appoint a successor Trustee with (aprior to an Event of Default) A the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. If no successor Trustee appointed to office shall hold office until its successor shall have been appointed by the Holders in accordance Lenders and shall have accepted such appointment within ninety (90) days after a retiring Trustee's giving of notice of resignation, then the retiring Trustee may, on behalf of the Lenders, appoint a successor Trustee, which shall be a bank or trust company reasonably acceptable to the Lenders. Any successor Trustee appointed by the Lenders or by a retiring Trustee shall have a combined capital and surplus of at least $500 million. Upon the acceptance of any appointment as Trustee hereunder by a successor Trustee, (i) such successor Trustee shall thereupon succeed to and become vested with this Trust Agreement all the rights, powers, privileges and duties of the Trustee hereunder, and the retiring Trustee shall be discharged from its duties and obligations hereunder, and (ii) the retiring Trustee shall promptly transfer the Offshore Retention Account, the Nepal Retention Account and the Holding Account and all other Collateral to the possession or until its terminationcontrol of the successor Trustee and shall execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Trustee with respect to the Offshore Retention Account, the Nepal Retention Account and the Holding Account and all other Collateral to the successor Trustee. After the retiring Trustee's resignation or removal or resignation. (b) Subject to hereunder as Trustee, the provisions of this Section 13.8, the Trustee may be appointed, removed or replaced without cause at any time by the Depositor, upon written notice, or with cause upon the occurrence Article 6 and of a Trustee Termination Event; provided, however, that the Trustee Article 7 hereof shall not be removed continue in accordance with this Section 13.8 until a successor Trustee possessing the qualifications to act as Trustee and willing and able to make the representations contained effect for its benefit in Section 3.2 (a "Successor Trustee") has been appointed by the Depositor and has accepted such appointment by written instrument executed by such Successor Trustee and delivered to the Depositor. (c) Any Trustee may resign hereunder by an instrument in writing signed by the Trustee and delivered to the Depositor, the Administrative Agent and each Registered Owner, which shall become effective on the date specified in such instrument; provided, however, that no such resignation respect of a Trustee shall become effective: (i) until a Successor Trustee has been appointed and has accepted such appointment by instrument executed by such Successor Trustee and delivered to the Up-MACRO Holding Trust, the Depositor, the Administrative Agent and the resigning Trustee; or (ii) until the assets of the Up-MACRO Holding Trust have been completely liquidated and the proceeds thereof distributed to the Holders. If no Successor Trustee shall have been appointed and accepted such appointment within thirty (30) days after delivery to the Depositor, the Administrative Agent and the Up-MACRO Holding Trust of an instrument of resignation, the resigning Trustee may petition at the expense of the Up-MACRO Holding Trust any court of competent jurisdiction for appointment of a Successor Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Trustee. (d) No Trustee shall be liable for anything that occurs after it has ceased to act in such capacity, including, without limitation, the acts or omissions to act of any Successor Trustee; provided, that such resigning or terminated Trustee shall remain liable for any actions taken or omitted to be taken by it prior to its termination or resignation while it was acting as a result of which it would be liable to the Up-MACRO Holding Trust pursuant to Section 13.1(c)Trustee.