Common use of Liabilities; Indemnification Clause in Contracts

Liabilities; Indemnification. (a) Bank shall have no responsibility or liability for (i) any breach of any obligation by any Borrower under or in connection with any Loan and/or Borrowing Agreement or other agreement relating to such Loan or in any other way in respect of any Loan, (ii) Securities on Loan or collateral held in a collateral account with a third party, other than to provide the Services under this Rider and to act upon any Instructions received under the Custody Agreement to deliver or receive such Securities or Collateral or (iii) any losses whatsoever incurred by any person as a result or in connection with a sale failure that has resulted from a failure to recall Securities on Loan in time for settlement. (b) Lender expressly acknowledges and agrees that Lender’s obligation to indemnify the Bank as set out in sections 3.1, 6.1 and 7.1(c) of the Custody Agreement shall remain in full force and effect and apply, mutatis mutandis, to any Liabilities that may be imposed on, incurred by or asserted against any of the Bank and/or any X.X. Xxxxxx Indemnitees in connection with, or arising out of the provision of the Services under this Rider and/or any instruction(s), act(s) and/or omission(s) of Lender and/or Agent. Bank expressly acknowledges and agrees that Bank’s obligation to exercise reasonable care, prudence and diligence in carrying out all its duties and obligations as set out in section 7.1(a) of the Custody Agreement shall remain in full force and effect and apply, mutatis mutandis, to the Services provided by Bank under this Rider. (c) Under no circumstances will Bank be liable to Agent or Lender for any lost profits (whether direct or indirect) or any indirect, incidental, consequential or special damages of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to Bank’s performance under this Rider. (d) In order to satisfy any Liabilities of Lender to Bank arising under or in connection with this Rider and without prejudice to Bank’s rights under Applicable Law, Lender expressly acknowledges and agrees that the Bank’s rights under section 4.3 (“Bank’s Right Over Securities; Set-off”) of the Custody Agreement shall remain in full force and effect and apply mutatis mutandis to the satisfaction and recovery by Bank of any Liabilities and/or any other amounts owed to Bank arising out of or in connection with this Rider.

Liabilities; Indemnification. (a) Bank shall have no responsibility or liability Notwithstanding the other provisions of this Trust Agreement, the Depositor, by entering into this Trust Agreement, agrees to be liable, directly to the injured party, for (i) any breach the entire amount of any obligation by any Borrower under losses, claims, damages or in connection with any Loan and/or Borrowing Agreement or other agreement relating to such Loan or in any other way in respect of any Loan, liabilities (ii) Securities on Loan or collateral held in a collateral account with a third party, other than to provide the Services under this Rider and to act upon any Instructions received under the Custody Agreement to deliver or receive such Securities or Collateral or (iii) any losses whatsoever those incurred by any person a Holder as a result of market fluctuations or other similar market or investment risks associated with ownership of the Up-MACRO Tradeable Shares) arising out of or based on the arrangement created by this Trust Agreement or the actions of the Depositor taken pursuant hereto or arising from any allegation of infringement of the intellectual property rights of third parties (to the extent that, if the Trust Assets at the time the claim is made were not used to pay in connection with a sale failure that has resulted from a failure full all Outstanding Up-MACRO Tradeable Shares, the Trust Assets would be used to recall Securities on Loan in time for settlementpay any such losses, claims, damages or liabilities). (b) Lender expressly acknowledges The Depositor shall indemnify and agrees hold harmless the Trustee and its officers, directors, employees and agents from and against any loss, liability, expense, damage or injury (collectively, a "Loss") suffered or sustained by reason of the acts performed or omitted by the Trustee pursuant to this Trust Agreement, including any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any action, proceeding or claim including, without limitation, any action, proceeding or claim relating to or arising from any alleged infringement of intellectual property rights of third parties; provided, however, that Lender’s obligation the Depositor's duty to indemnify the Bank as set out in sections 3.1, 6.1 and 7.1(cunder this Section 9.3(b) of the Custody Agreement shall remain in full force and effect and apply, mutatis mutandis, not extend to any Liabilities Losses (i) for which the Trustee has a right to indemnification under any other provision of this Trust Agreement, or (ii) that may be imposed on, incurred are caused by or asserted against any result from the breach of the Bank and/or any X.X. Xxxxxx Indemnitees in connection withcontract by, or arising out of the provision of fraud, negligence or willful misconduct of, the Services under this Rider and/or any instruction(s)Trustee or its officers, act(s) and/or omission(s) of Lender and/or Agent. Bank expressly acknowledges and agrees that Bank’s obligation to exercise reasonable caredirectors, prudence and diligence in carrying out all its duties and obligations as set out in section 7.1(a) of the Custody Agreement shall remain in full force and effect and apply, mutatis mutandis, to the Services provided by Bank under this Rideremployees or agents. (c) Under no circumstances will Bank be liable to Agent or Lender for any lost profits The Depositor and its members, managers, officers, employees, affiliates (whether direct or indirect) or any indirect, incidental, consequential or special damages of any form incurred by any person or entity, whether or not foreseeable and regardless as such term is defined in Regulation S-X of the type Securities Act) and subsidiaries (each, a "Depositor Indemnified Party") shall be indemnified by the Up-MACRO Tradeable Trust and held harmless against any loss, liability or expense incurred hereunder without (1) gross negligence, bad faith, willful misconduct or willful malfeasance on the part of action in which such a claim may be brought, with respect to Bank’s performance under this Rider. (d) In order to satisfy any Liabilities of Lender to Bank arising under or in connection with this Rider and without prejudice to Bank’s rights under Applicable Law, Lender expressly acknowledges and agrees that the Bank’s rights under section 4.3 (“Bank’s Right Over Securities; Set-off”) of the Custody Agreement shall remain in full force and effect and apply mutatis mutandis to the satisfaction and recovery by Bank of any Liabilities and/or any other amounts owed to Bank Depositor Indemnified Party arising out of or in connection with the performance of its obligations hereunder or any actions taken in accordance with the provisions of this RiderTrust Agreement or (2) reckless disregard on the part of such Depositor Indemnified Party of its obligations and duties under this Trust Agreement. Each Depositor Indemnified Party shall also be indemnified by the Up-MACRO Tradeable Trust and held harmless against any loss, liability or expense arising under the Participants Agreement insofar as such loss, liability or expense arises from any untrue statement or alleged untrue statement of a material fact contained in any written statement provided to the Depositor by any of the Calculation Agent, the Administrative Agent and the Trustee. Such indemnity shall include payment from the Up-MACRO Tradeable Trust of the costs and expenses incurred by such Depositor Indemnified Party in defending itself against any such indemnified claim or liability. (d) Any obligation owed by the Up-MACRO Tradeable Trust pursuant to this Section 9.3 shall be paid by the Up-MACRO Holding Trust in accordance with the provisions of Section 5.3 of the Up-MACRO Holding Trust Agreement.

Liabilities; Indemnification. (a) Bank shall have no responsibility or liability Notwithstanding the other provisions of this Trust Agreement, the Depositor, by entering into this Trust Agreement, agrees to be liable, directly to the injured party, for (i) any breach the entire amount of any obligation by any Borrower under losses, claims, damages or in connection with any Loan and/or Borrowing Agreement or other agreement relating to such Loan or in any other way in respect of any Loan, liabilities (ii) Securities on Loan or collateral held in a collateral account with a third party, other than to provide the Services under this Rider and to act upon any Instructions received under the Custody Agreement to deliver or receive such Securities or Collateral or (iii) any losses whatsoever those incurred by any person a Holder as a result of the performance of the Eligible Treasuries, market fluctuations or other similar market or investment risks associated with ownership of the Up-MACRO Holding Shares) arising out of or based on the arrangement created by this Trust Agreement or the actions of the Depositor taken pursuant hereto or arising from any allegation of infringement of the intellectual property rights of third parties (to the extent that, if the Trust Assets at the time the claim is made were not used to pay in connection with a sale failure that has resulted from a failure full all Outstanding Up-MACRO Holding Shares, the Trust Assets would be used to recall Securities on Loan in time for settlementpay any such losses, claims, damages or liabilities). (b) Lender expressly acknowledges The Depositor shall indemnify and agrees hold harmless the Trustee and its officers, directors, employees and agents from and against any loss, liability, expense, damage or injury (collectively, a "Loss") suffered or sustained by reason of the acts performed or omitted by the Trustee pursuant to this Trust Agreement, including any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any action, proceeding or claim including, without limitation, any action, proceeding or claim relating to or arising from any alleged infringement of intellectual property rights of third parties; provided, however, that Lender’s obligation the Depositor's duty to indemnify the Bank as set out in sections 3.1, 6.1 and 7.1(cunder this Section 9.3(b) of the Custody Agreement shall remain in full force and effect and apply, mutatis mutandis, not extend to any Liabilities Losses (i) for which the Trustee has a right to indemnification under any other provision of this Trust Agreement, or (ii) that may be imposed on, incurred are caused by or asserted against any result from the breach of the Bank and/or any X.X. Xxxxxx Indemnitees in connection withcontract by, or arising out of the provision of fraud, negligence or willful misconduct of, the Services under this Rider and/or any instruction(s)Trustee or its officers, act(s) and/or omission(s) of Lender and/or Agent. Bank expressly acknowledges and agrees that Bank’s obligation to exercise reasonable caredirectors, prudence and diligence in carrying out all its duties and obligations as set out in section 7.1(a) of the Custody Agreement shall remain in full force and effect and apply, mutatis mutandis, to the Services provided by Bank under this Rideremployees or agents. (c) Under no circumstances will Bank be liable to Agent or Lender for any lost profits The Depositor and its members, managers, officers, employees, affiliates (whether direct or indirect) or any indirect, incidental, consequential or special damages of any form incurred by any person or entity, whether or not foreseeable and regardless as such term is defined in Regulation S-X of the type Securities Act) and subsidiaries (each, a "Depositor Indemnified Party") shall be indemnified by the Up-MACRO Holding Trust and held harmless against any loss, liability or expense incurred hereunder without (1) gross negligence, bad faith, willful misconduct or willful malfeasance on the part of action in which such a claim may be brought, with respect to Bank’s performance under this Rider. (d) In order to satisfy any Liabilities of Lender to Bank arising under or in connection with this Rider and without prejudice to Bank’s rights under Applicable Law, Lender expressly acknowledges and agrees that the Bank’s rights under section 4.3 (“Bank’s Right Over Securities; Set-off”) of the Custody Agreement shall remain in full force and effect and apply mutatis mutandis to the satisfaction and recovery by Bank of any Liabilities and/or any other amounts owed to Bank Depositor Indemnified Party arising out of or in connection with the performance of its obligations hereunder or any actions taken in accordance with the provisions of this RiderTrust Agreement or (2) reckless disregard on the part of such Depositor Indemnified Party of its obligations and duties under this Trust Agreement. Each Depositor Indemnified Party shall also be indemnified by the Up-MACRO Holding Trust and held harmless against any loss, liability or expense arising under the Income Distribution Agreement, the Settlement Contracts or any Participants Agreement insofar as such loss, liability or expense arises from any untrue statement or alleged untrue statement of a material fact contained in any written statement provided to the Depositor by any of the Calculation Agent, the Administrative Agent and the Trustee. Such indemnity shall include payment from the Up-MACRO Holding Trust of the costs and expenses incurred by such Depositor Indemnified Party in defending itself against any such indemnified claim or liability.

Liabilities; Indemnification. (a) Bank shall have no responsibility or liability Notwithstanding the other provisions of this Trust Agreement, the Depositor, by entering into this Trust Agreement, agrees to be liable, directly to the injured party, for (i) any breach the entire amount of any obligation by any Borrower under losses, claims, damages or in connection with any Loan and/or Borrowing Agreement or other agreement relating to such Loan or in any other way in respect of any Loan, liabilities (ii) Securities on Loan or collateral held in a collateral account with a third party, other than to provide the Services under this Rider and to act upon any Instructions received under the Custody Agreement to deliver or receive such Securities or Collateral or (iii) any losses whatsoever those incurred by any person a Holder as a result of the performance of the Eligible Treasuries, market fluctuations or other similar market or investment risks associated with ownership of the Down-MACRO Holding Shares) arising out of or based on the arrangement created by this Trust Agreement or the actions of the Depositor taken pursuant hereto or arising from any allegation of infringement of the intellectual property rights of third parties (to the extent that, if the Trust Assets at the time the claim is made were not used to pay in connection with a sale failure that has resulted from a failure full all Outstanding Down-MACRO Holding Shares, the Trust Assets would be used to recall Securities on Loan in time for settlementpay any such losses, claims, damages or liabilities). (b) Lender expressly acknowledges The Depositor shall indemnify and agrees hold harmless the Trustee and its officers, directors, employees and agents from and against any loss, liability, expense, damage or injury (collectively, a "Loss") suffered or sustained by reason of the acts performed or omitted by the Trustee pursuant to this Trust Agreement, including any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any action, proceeding or claim including, without limitation, any action, proceeding or claim relating to or arising from any alleged infringement of intellectual property rights of third parties; provided, however, that Lender’s obligation the Depositor's duty to indemnify the Bank as set out in sections 3.1, 6.1 and 7.1(cunder this Section 9.3(b) of the Custody Agreement shall remain in full force and effect and apply, mutatis mutandis, not extend to any Liabilities Losses (i) for which the Trustee has a right to indemnification under any other provision of this Trust Agreement, or (ii) that may be imposed on, incurred are caused by or asserted against any result from the breach of the Bank and/or any X.X. Xxxxxx Indemnitees in connection withcontract by, or arising out of the provision of fraud, negligence or willful misconduct of, the Services under this Rider and/or any instruction(s)Trustee or its officers, act(s) and/or omission(s) of Lender and/or Agent. Bank expressly acknowledges and agrees that Bank’s obligation to exercise reasonable caredirectors, prudence and diligence in carrying out all its duties and obligations as set out in section 7.1(a) of the Custody Agreement shall remain in full force and effect and apply, mutatis mutandis, to the Services provided by Bank under this Rideremployees or agents. (c) Under no circumstances will Bank be liable to Agent or Lender for any lost profits The Depositor and its members, managers, officers, employees, affiliates (whether direct or indirect) or any indirect, incidental, consequential or special damages of any form incurred by any person or entity, whether or not foreseeable and regardless as such term is defined in Regulation S-X of the type Securities Act) and subsidiaries (each, a "Depositor Indemnified Party") shall be indemnified by the Down-MACRO Holding Trust and held harmless against any loss, liability or expense incurred hereunder without (1) gross negligence, bad faith, willful misconduct or willful malfeasance on the part of action in which such a claim may be brought, with respect to Bank’s performance under this Rider. (d) In order to satisfy any Liabilities of Lender to Bank arising under or in connection with this Rider and without prejudice to Bank’s rights under Applicable Law, Lender expressly acknowledges and agrees that the Bank’s rights under section 4.3 (“Bank’s Right Over Securities; Set-off”) of the Custody Agreement shall remain in full force and effect and apply mutatis mutandis to the satisfaction and recovery by Bank of any Liabilities and/or any other amounts owed to Bank Depositor Indemnified Party arising out of or in connection with the performance of its obligations hereunder or any actions taken in accordance with the provisions of this RiderTrust Agreement or (2) reckless disregard on the part of such Depositor Indemnified Party of its obligations and duties under this Trust Agreement. Each Depositor Indemnified Party shall also be indemnified by the Down-MACRO Holding Trust and held harmless against any loss, liability or expense arising under the Income Distribution Agreement, the Settlement Contracts or any Participants Agreement insofar as such loss, liability or expense arises from any untrue statement or alleged untrue statement of a material fact contained in any written statement provided to the Depositor by any of the Calculation Agent, the Administrative Agent and the Trustee. Such indemnity shall include payment from the Down-MACRO Holding Trust of the costs and expenses incurred by such Depositor Indemnified Party in defending itself against any such indemnified claim or liability.

Liabilities; Indemnification. (a) Bank shall have no responsibility or liability Notwithstanding the other provisions of this Trust Agreement, the Depositor, by entering into this Trust Agreement, agrees to be liable, directly to the injured party, for (i) any breach the entire amount of any obligation by any Borrower under losses, claims, damages or in connection with any Loan and/or Borrowing Agreement or other agreement relating to such Loan or in any other way in respect of any Loan, liabilities (ii) Securities on Loan or collateral held in a collateral account with a third party, other than to provide the Services under this Rider and to act upon any Instructions received under the Custody Agreement to deliver or receive such Securities or Collateral or (iii) any losses whatsoever those incurred by any person a Holder as a result of market fluctuations or other similar market or investment risks associated with ownership of the Down-MACRO Tradeable Shares) arising out of or based on the arrangement created by this Trust Agreement or the actions of the Depositor taken pursuant hereto or arising from any allegation of infringement of the intellectual property rights of third parties (to the extent that, if the Trust Assets at the time the claim is made were not used to pay in connection with a sale failure that has resulted from a failure full all Outstanding Down-MACRO Tradeable Shares, the Trust Assets would be used to recall Securities on Loan in time for settlementpay any such losses, claims, damages or liabilities). (b) Lender expressly acknowledges The Depositor shall indemnify and agrees hold harmless the Trustee and its officers, directors, employees and agents from and against any loss, liability, expense, damage or injury (collectively, a "Loss") suffered or sustained by reason of the acts performed or omitted by the Trustee pursuant to this Trust Agreement, including any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any action, proceeding or claim including, without limitation, any action, proceeding or claim relating to or arising from any alleged infringement of intellectual property rights of third parties; provided, however, that Lender’s obligation the Depositor's duty to indemnify the Bank as set out in sections 3.1, 6.1 and 7.1(cunder this Section 9.3(b) of the Custody Agreement shall remain in full force and effect and apply, mutatis mutandis, not extend to any Liabilities Losses (i) for which the Trustee has a right to indemnification under any other provision of this Trust Agreement, or (ii) that may be imposed on, incurred are caused by or asserted against any result from the breach of the Bank and/or any X.X. Xxxxxx Indemnitees in connection withcontract by, or arising out of the provision of fraud, negligence or willful misconduct of, the Services under this Rider and/or any instruction(s)Trustee or its officers, act(s) and/or omission(s) of Lender and/or Agent. Bank expressly acknowledges and agrees that Bank’s obligation to exercise reasonable caredirectors, prudence and diligence in carrying out all its duties and obligations as set out in section 7.1(a) of the Custody Agreement shall remain in full force and effect and apply, mutatis mutandis, to the Services provided by Bank under this Rideremployees or agents. (c) Under no circumstances will Bank be liable to Agent or Lender for any lost profits The Depositor and its members, managers, officers, employees, affiliates (whether direct or indirect) or any indirect, incidental, consequential or special damages of any form incurred by any person or entity, whether or not foreseeable and regardless as such term is defined in Regulation S-X of the type Securities Act) and subsidiaries (each, a "Depositor Indemnified Party") shall be indemnified by the Down-MACRO Tradeable Trust and held harmless against any loss, liability or expense incurred hereunder without (1) gross negligence, bad faith, willful misconduct or willful malfeasance on the part of action in which such a claim may be brought, with respect to Bank’s performance under this Rider. (d) In order to satisfy any Liabilities of Lender to Bank arising under or in connection with this Rider and without prejudice to Bank’s rights under Applicable Law, Lender expressly acknowledges and agrees that the Bank’s rights under section 4.3 (“Bank’s Right Over Securities; Set-off”) of the Custody Agreement shall remain in full force and effect and apply mutatis mutandis to the satisfaction and recovery by Bank of any Liabilities and/or any other amounts owed to Bank Depositor Indemnified Party arising out of or in connection with the performance of its obligations hereunder or any actions taken in accordance with the provisions of this RiderTrust Agreement or (2) reckless disregard on the part of such Depositor Indemnified Party of its obligations and duties under this Trust Agreement. Each Depositor Indemnified Party shall also be indemnified by the Down-MACRO Tradeable Trust and held harmless against any loss, liability or expense arising under the Participants Agreement insofar as such loss, liability or expense arises from any untrue statement or alleged untrue statement of a material fact contained in any written statement provided to the Depositor by any of the Calculation Agent, the Administrative Agent and the Trustee. Such indemnity shall include payment from the Down-MACRO Tradeable Trust of the costs and expenses incurred by such Depositor Indemnified Party in defending itself against any such indemnified claim or liability. (d) Any obligation owed by the Down-MACRO Tradeable Trust pursuant to this Section 9.3 shall be paid by the Down-MACRO Holding Trust in accordance with the provisions of Section 5.3 of the Down-MACRO Holding Trust Agreement.

Liabilities; Indemnification. (a) Bank shall have no responsibility or liability Notwithstanding the other provisions of this Trust Agreement, the Depositor, by entering into this Trust Agreement, agrees to be liable, directly to the injured party, for (i) any breach the entire amount of any obligation by any Borrower under loss, liability, expense, damage or in connection with any Loan and/or Borrowing Agreement or other agreement relating to such Loan or in any other way in respect of any Loaninjury (collectively, a "Loss") (ii) Securities on Loan or collateral held in a collateral account with a third party, other than to provide the Services under this Rider and to act upon any Instructions received under the Custody Agreement to deliver or receive such Securities or Collateral or (iii) any losses whatsoever those incurred by any person a Holder as a result of the performance of the Eligible Treasuries, market fluctuations, the level of the Applicable Reference Price of Crude Oil or other similar market or investment risks associated with ownership of the Up MacroShares) arising out of any allegation of infringement of the intellectual property rights of third parties. If the Trust Assets at the time the claim is made were not previously used to pay in connection with a sale failure that has resulted from a failure full all Outstanding Up MacroShares, the Trust Assets would be used to recall Securities on Loan in time for settlementpay any such Loss. (b) Lender expressly acknowledges The Depositor shall indemnify and agrees hold harmless the Trustee and its officers, directors, employees and agents from and against any Loss suffered or sustained by reason of the acts performed or omitted by the Trustee pursuant to this Trust Agreement, including any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any action, proceeding or claim including, without limitation, any action, proceeding or claim relating to or arising from any alleged infringement of intellectual property rights of third parties; provided, however, that Lender’s obligation the Depositor's duty to indemnify the Bank as set out in sections 3.1, 6.1 and 7.1(cunder this Section 9.3(b) of the Custody Agreement shall remain in full force and effect and apply, mutatis mutandis, not extend to any Liabilities Losses (i) for which the Trustee has a right to indemnification under any other provision of this Trust Agreement and for which it and, if applicable, its officers, directors, employees and agents, have, in fact, been indemnified, or (ii) that may be imposed on, incurred are caused by or asserted against any result from the breach of the Bank and/or any X.X. Xxxxxx Indemnitees in connection withcontract by, or arising out of the provision of fraud, gross negligence or willful misconduct of, the Services under this Rider and/or any instruction(s)Trustee or its officers, act(s) and/or omission(s) of Lender and/or Agent. Bank expressly acknowledges and agrees that Bank’s obligation to exercise reasonable caredirectors, prudence and diligence in carrying out all its duties and obligations as set out in section 7.1(a) of the Custody Agreement shall remain in full force and effect and apply, mutatis mutandis, to the Services provided by Bank under this Rideremployees or agents. (c) Under no circumstances will Bank be liable to Agent or Lender for any lost profits The Depositor and its members, managers, officers, employees, affiliates (whether direct or indirect) or any indirect, incidental, consequential or special damages of any form incurred by any person or entity, whether or not foreseeable and regardless as such term is defined in Regulation S-X of the type Securities Act) and subsidiaries (each, a "Depositor Indemnified Party") shall be indemnified by the Up Trust and held harmless against any loss, liability or expense incurred hereunder without (1) gross negligence, bad faith, willful misconduct or willful malfeasance on the part of action in which such a claim may be brought, with respect to Bank’s performance under this Rider. (d) In order to satisfy any Liabilities of Lender to Bank arising under or in connection with this Rider and without prejudice to Bank’s rights under Applicable Law, Lender expressly acknowledges and agrees that the Bank’s rights under section 4.3 (“Bank’s Right Over Securities; Set-off”) of the Custody Agreement shall remain in full force and effect and apply mutatis mutandis to the satisfaction and recovery by Bank of any Liabilities and/or any other amounts owed to Bank Depositor Indemnified Party arising out of or in connection with the performance of its obligations hereunder or any actions taken in accordance with the provisions of this RiderTrust Agreement or (2) reckless disregard on the part of such Depositor Indemnified Party of its obligations and duties under this Trust Agreement. Each Depositor Indemnified Party shall also be indemnified by the Up Trust and held harmless against any loss, liability or expense arising under the Income Distribution Agreement, the Settlement Contracts or any Participants Agreement insofar as such loss, liability or expense arises from any untrue statement or alleged untrue statement of a material fact contained in any written statement provided to the Depositor by any of the Calculation Agent, the Administrative Agent and the Trustee. Such indemnity shall include payment from the Up Trust of the costs and expenses incurred by such Depositor Indemnified Party in defending itself against any such indemnified claim or liability.

Liabilities; Indemnification. (a) Bank shall have no responsibility or liability Notwithstanding the other provisions of this Trust Agreement, the Depositor, by entering into this Trust Agreement, agrees to be liable, directly to the injured party, for (i) any breach the entire amount of any obligation by any Borrower under losses, claims, damages or in connection with any Loan and/or Borrowing Agreement or other agreement relating to such Loan or in any other way in respect of any Loan, liabilities (ii) Securities on Loan or collateral held in a collateral account with a third party, other than to provide the Services under this Rider and to act upon any Instructions received under the Custody Agreement to deliver or receive such Securities or Collateral or (iii) any losses whatsoever those incurred by any person a Holder as a result of market fluctuations or other similar market or investment risks associated with ownership of the Down-MACRO Tradeable Shares) arising out of or based on the arrangement created by this Trust Agreement or the actions of the Depositor taken pursuant hereto or arising from any allegation of infringement of the intellectual property rights of third parties (to the extent that, if the Trust Assets at the time the claim is made were not used to pay in connection with a sale failure that has resulted from a failure full all Outstanding Down-MACRO Tradeable Shares, the Trust Assets would be used to recall Securities on Loan in time for settlementpay any such losses, claims, damages or liabilities). (b) Lender expressly acknowledges The Depositor shall indemnify and agrees hold harmless the Trustee and its officers, directors, employees and agents from and against any loss, liability, expense, damage or injury (collectively, a "Loss") suffered or sustained by reason of the acts performed or omitted by the Trustee pursuant to this Trust Agreement, including any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any action, proceeding or claim including, without limitation, any action, proceeding or claim relating to or arising from any alleged infringement of intellectual property rights of third parties; provided, however, that Lender’s obligation the Depositor's duty to indemnify the Bank as set out in sections 3.1, 6.1 and 7.1(c) of the Custody Agreement under this 0 shall remain in full force and effect and apply, mutatis mutandis, not extend to any Liabilities Losses (i) for which the Trustee has a right to indemnification under any other provision of this Trust Agreement, or (ii) that may be imposed on, incurred are caused by or asserted against any result from the breach of the Bank and/or any X.X. Xxxxxx Indemnitees in connection withcontract by, or arising out of the provision of fraud, negligence or willful misconduct of, the Services under this Rider and/or any instruction(s)Trustee or its officers, act(s) and/or omission(s) of Lender and/or Agent. Bank expressly acknowledges and agrees that Bank’s obligation to exercise reasonable caredirectors, prudence and diligence in carrying out all its duties and obligations as set out in section 7.1(a) of the Custody Agreement shall remain in full force and effect and apply, mutatis mutandis, to the Services provided by Bank under this Rideremployees or agents. (c) Under no circumstances will Bank be liable to Agent or Lender for any lost profits The Depositor and its members, managers, officers, employees, affiliates (whether direct or indirect) or any indirect, incidental, consequential or special damages of any form incurred by any person or entity, whether or not foreseeable and regardless as such term is defined in Regulation S-X of the type Securities Act) and subsidiaries (each, a "Depositor Indemnified Party") shall be indemnified by the Down-MACRO Tradeable Trust and held harmless against any loss, liability or expense incurred hereunder without (1) gross negligence, bad faith, willful misconduct or willful malfeasance on the part of action in which such a claim may be brought, with respect to Bank’s performance under this Rider. (d) In order to satisfy any Liabilities of Lender to Bank arising under or in connection with this Rider and without prejudice to Bank’s rights under Applicable Law, Lender expressly acknowledges and agrees that the Bank’s rights under section 4.3 (“Bank’s Right Over Securities; Set-off”) of the Custody Agreement shall remain in full force and effect and apply mutatis mutandis to the satisfaction and recovery by Bank of any Liabilities and/or any other amounts owed to Bank Depositor Indemnified Party arising out of or in connection with the performance of its obligations hereunder or any actions taken in accordance with the provisions of this RiderTrust Agreement or (2) reckless disregard on the part of such Depositor Indemnified Party of its obligations and duties under this Trust Agreement. Each Depositor Indemnified Party shall also be indemnified by the Down-MACRO Tradeable Trust and held harmless against any loss, liability or expense arising under the Participants Agreement insofar as such loss, liability or expense arises from any untrue statement or alleged untrue statement of a material fact contained in any written statement provided to the Depositor by any of the Calculation Agent, the Administrative Agent and the Trustee. Such indemnity shall include payment from the Down-MACRO Tradeable Trust of the costs and expenses incurred by such Depositor Indemnified Party in defending itself against any such indemnified claim or liability. (d) Any obligation owed by the Down-MACRO Tradeable Trust pursuant to this 0 shall be paid by the Down-MACRO Holding Trust in accordance with the provisions of Section 5.3 of the Down-MACRO Holding Trust Agreement.

Liabilities; Indemnification. (a) Bank shall have no responsibility or liability Notwithstanding the other provisions of this Trust Agreement, the Depositor, by entering into this Trust Agreement, agrees to be liable, directly to the injured party, for (i) any breach the entire amount of any obligation by any Borrower under loss, liability, expense, damage or in connection with any Loan and/or Borrowing Agreement or other agreement relating to such Loan or in any other way in respect of any Loaninjury (collectively, a "Loss") (ii) Securities on Loan or collateral held in a collateral account with a third party, other than to provide the Services under this Rider and to act upon any Instructions received under the Custody Agreement to deliver or receive such Securities or Collateral or (iii) any losses whatsoever those incurred by any person a Holder as a result of the performance of the Eligible Treasuries, market fluctuations, the level of the Applicable Reference Price of Crude Oil or other similar market or investment risks associated with ownership of the Down MacroShares) arising out of any allegation of infringement of the intellectual property rights of third parties. If the Trust Assets at the time the claim is made were not previously used to pay in connection with a sale failure that has resulted from a failure full all Outstanding Down MacroShares, the Trust Assets would be used to recall Securities on Loan in time for settlementpay any such loss. (b) Lender expressly acknowledges The Depositor shall indemnify and agrees hold harmless the Trustee and its officers, directors, employees and agents from and against any Loss suffered or sustained by reason of the acts performed or omitted by the Trustee pursuant to this Trust Agreement, including any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any action, proceeding or claim including, without limitation, any action, proceeding or claim relating to or arising from any alleged infringement of intellectual property rights of third parties; provided, however, that Lender’s obligation the Depositor's duty to indemnify the Bank as set out in sections 3.1, 6.1 and 7.1(cunder this Section 9.3(b) of the Custody Agreement shall remain in full force and effect and apply, mutatis mutandis, not extend to any Liabilities Losses (i) for which the Trustee has a right to indemnification under any other provision of this Trust Agreement and for which it and, if applicable, its officers, directors, employees and agents, have, in fact, been indemnified, or (ii) that may be imposed on, incurred are caused by or asserted against any result from the breach of the Bank and/or any X.X. Xxxxxx Indemnitees in connection withcontract by, or arising out of the provision of fraud, gross negligence or willful misconduct of, the Services under this Rider and/or any instruction(s)Trustee or its officers, act(s) and/or omission(s) of Lender and/or Agent. Bank expressly acknowledges and agrees that Bank’s obligation to exercise reasonable caredirectors, prudence and diligence in carrying out all its duties and obligations as set out in section 7.1(a) of the Custody Agreement shall remain in full force and effect and apply, mutatis mutandis, to the Services provided by Bank under this Rideremployees or agents. (c) Under no circumstances will Bank be liable to Agent or Lender for any lost profits The Depositor and its members, managers, officers, employees, affiliates (whether direct or indirect) or any indirect, incidental, consequential or special damages of any form incurred by any person or entity, whether or not foreseeable and regardless as such term is defined in Regulation S-X of the type Securities Act) and subsidiaries (each, a "Depositor Indemnified Party") shall be indemnified by the Down Trust and held harmless against any loss, liability or expense incurred hereunder without (1) gross negligence, bad faith, willful misconduct or willful malfeasance on the part of action in which such a claim may be brought, with respect to Bank’s performance under this Rider. (d) In order to satisfy any Liabilities of Lender to Bank arising under or in connection with this Rider and without prejudice to Bank’s rights under Applicable Law, Lender expressly acknowledges and agrees that the Bank’s rights under section 4.3 (“Bank’s Right Over Securities; Set-off”) of the Custody Agreement shall remain in full force and effect and apply mutatis mutandis to the satisfaction and recovery by Bank of any Liabilities and/or any other amounts owed to Bank Depositor Indemnified Party arising out of or in connection with the performance of its obligations hereunder or any actions taken in accordance with the provisions of this RiderTrust Agreement or (2) reckless disregard on the part of such Depositor Indemnified Party of its obligations and duties under this Trust Agreement. Each Depositor Indemnified Party shall also be indemnified by the Down Trust and held harmless against any loss, liability or expense arising under the Income Distribution Agreement, the Settlement Contracts or any Participants Agreement insofar as such loss, liability or expense arises from any untrue statement or alleged untrue statement of a material fact contained in any written statement provided to the Depositor by any of the Calculation Agent, the Administrative Agent and the Trustee. Such indemnity shall include payment from the Down Trust of the costs and expenses incurred by such Depositor Indemnified Party in defending itself against any such indemnified claim or liability.

Liabilities; Indemnification. (a) Bank shall have no responsibility or liability Notwithstanding the other provisions of this Trust Agreement, the Depositor, by entering into this Trust Agreement, agrees to be liable, directly to the injured party, for (i) any breach the entire amount of any obligation by any Borrower under loss, liability, expense, damage or in connection with any Loan and/or Borrowing Agreement or other agreement relating to such Loan or in any other way in respect of any Loaninjury (collectively, a "Loss") (ii) Securities on Loan or collateral held in a collateral account with a third party, other than to provide the Services under this Rider and to act upon any Instructions received under the Custody Agreement to deliver or receive such Securities or Collateral or (iii) any losses whatsoever those incurred by any person a Holder as a result of the performance of the Eligible Treasuries, market fluctuations, the level of the Applicable Reference Price of Crude Oil or other similar market or investment risks associated with ownership of the Up MacroShares) arising out of any allegation of infringement of the intellectual property rights of third parties. If the Trust Assets at the time the claim is made were not previously used to pay in connection with a sale failure that has resulted from a failure full all Outstanding Up MacroShares, the Trust Assets would be used to recall Securities on Loan in time for settlementpay any such losses, claims, damages or liabilities. (b) Lender expressly acknowledges The Depositor shall indemnify and agrees hold harmless the Trustee and its officers, directors, employees and agents from and against any Loss suffered or sustained by reason of the acts performed or omitted by the Trustee pursuant to this Trust Agreement, including any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any action, proceeding or claim including, without limitation, any action, proceeding or claim relating to or arising from any alleged infringement of intellectual property rights of third parties; provided, however, that Lender’s obligation the Depositor's duty to indemnify the Bank as set out in sections 3.1, 6.1 and 7.1(cunder this Section 9.3(b) of the Custody Agreement shall remain in full force and effect and apply, mutatis mutandis, not extend to any Liabilities Losses (i) for which the Trustee has a right to indemnification under any other provision of this Trust Agreement and for which it and, if applicable, its officers, directors, employees and agents, have, in fact, been indemnified, or (ii) that may be imposed on, incurred are caused by or asserted against any result from the breach of the Bank and/or any X.X. Xxxxxx Indemnitees in connection withcontract by, or arising out of the provision of fraud, gross negligence or willful misconduct of, the Services under this Rider and/or any instruction(s)Trustee or its officers, act(s) and/or omission(s) of Lender and/or Agent. Bank expressly acknowledges and agrees that Bank’s obligation to exercise reasonable caredirectors, prudence and diligence in carrying out all its duties and obligations as set out in section 7.1(a) of the Custody Agreement shall remain in full force and effect and apply, mutatis mutandis, to the Services provided by Bank under this Rideremployees or agents. (c) Under no circumstances will Bank be liable to Agent or Lender for any lost profits The Depositor and its members, managers, officers, employees, affiliates (whether direct or indirect) or any indirect, incidental, consequential or special damages of any form incurred by any person or entity, whether or not foreseeable and regardless as such term is defined in Regulation S-X of the type Securities Act) and subsidiaries (each, a "Depositor Indemnified Party") shall be indemnified by the Up Trust and held harmless against any loss, liability or expense incurred hereunder without (1) gross negligence, bad faith, willful misconduct or willful malfeasance on the part of action in which such a claim may be brought, with respect to Bank’s performance under this Rider. (d) In order to satisfy any Liabilities of Lender to Bank arising under or in connection with this Rider and without prejudice to Bank’s rights under Applicable Law, Lender expressly acknowledges and agrees that the Bank’s rights under section 4.3 (“Bank’s Right Over Securities; Set-off”) of the Custody Agreement shall remain in full force and effect and apply mutatis mutandis to the satisfaction and recovery by Bank of any Liabilities and/or any other amounts owed to Bank Depositor Indemnified Party arising out of or in connection with the performance of its obligations hereunder or any actions taken in accordance with the provisions of this RiderTrust Agreement or (2) reckless disregard on the part of such Depositor Indemnified Party of its obligations and duties under this Trust Agreement. Each Depositor Indemnified Party shall also be indemnified by the Up Trust and held harmless against any loss, liability or expense arising under the Income Distribution Agreement, the Settlement Contracts or any Participants Agreement insofar as such loss, liability or expense arises from any untrue statement or alleged untrue statement of a material fact contained in any written statement provided to the Depositor by any of the Calculation Agent, the Administrative Agent and the Trustee. Such indemnity shall include payment from the Up Trust of the costs and expenses incurred by such Depositor Indemnified Party in defending itself against any such indemnified claim or liability.

Liabilities; Indemnification. (a) Bank shall have no responsibility or liability Notwithstanding the other provisions of this Trust Agreement, the Depositor, by entering into this Trust Agreement, agrees to be liable, directly to the injured party, for (i) any breach the entire amount of any obligation by any Borrower under loss, liability, expense, damage or in connection with any Loan and/or Borrowing Agreement or other agreement relating to such Loan or in any other way in respect of any Loaninjury (collectively, a "Loss") (ii) Securities on Loan or collateral held in a collateral account with a third party, other than to provide the Services under this Rider and to act upon any Instructions received under the Custody Agreement to deliver or receive such Securities or Collateral or (iii) any losses whatsoever those incurred by any person a Holder as a result of the performance of the Eligible Treasuries, market fluctuations, the level of the Reference Value of the Index or other similar market or investment risks associated with ownership of the Down MacroShares) arising out of any allegation of infringement of the intellectual property rights of third parties. If the Trust Assets at the time the claim is made were not previously used to pay in connection with a sale failure that has resulted from a failure full all Outstanding Down MacroShares, the Trust Assets would be used to recall Securities on Loan in time for settlementpay any such Loss. (b) Lender expressly acknowledges The Depositor shall indemnify and agrees hold harmless the Trustee and its officers, directors, employees and agents from and against any Loss suffered or sustained by reason of the acts performed or omitted by the Trustee pursuant to this Trust Agreement, including any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any action, proceeding or claim including, without limitation, any action, proceeding or claim relating to or arising from any alleged infringement of intellectual property rights of third parties; provided, however, that Lender’s obligation the Depositor's duty to indemnify the Bank as set out in sections 3.1, 6.1 and 7.1(cunder this Section 9.3(b) of the Custody Agreement shall remain in full force and effect and apply, mutatis mutandis, not extend to any Liabilities Losses (i) for which the Trustee has a right to indemnification under any other provision of this Trust Agreement and for which it and, if applicable, its officers, directors, employees and agents, have, in fact, been indemnified, or (ii) that may be imposed on, incurred are caused by or asserted against any result from the breach of the Bank and/or any X.X. Xxxxxx Indemnitees in connection withcontract by, or arising out of the provision of fraud, gross negligence or willful misconduct of, the Services under this Rider and/or any instruction(s)Trustee or its officers, act(s) and/or omission(s) of Lender and/or Agent. Bank expressly acknowledges and agrees that Bank’s obligation to exercise reasonable caredirectors, prudence and diligence in carrying out all its duties and obligations as set out in section 7.1(a) of the Custody Agreement shall remain in full force and effect and apply, mutatis mutandis, to the Services provided by Bank under this Rideremployees or agents. (c) Under no circumstances will Bank be liable to Agent or Lender for any lost profits The Depositor and its members, managers, officers, employees, affiliates (whether direct or indirect) or any indirect, incidental, consequential or special damages of any form incurred by any person or entity, whether or not foreseeable and regardless as such term is defined in Regulation S-X of the type Securities Act) and subsidiaries (each, a "Depositor Indemnified Party") shall be indemnified by the Down Trust and held harmless against any loss, liability or expense incurred hereunder without (1) gross negligence, bad faith, willful misconduct or willful malfeasance on the part of action in which such a claim may be brought, with respect to Bank’s performance under this Rider. (d) In order to satisfy any Liabilities of Lender to Bank arising under or in connection with this Rider and without prejudice to Bank’s rights under Applicable Law, Lender expressly acknowledges and agrees that the Bank’s rights under section 4.3 (“Bank’s Right Over Securities; Set-off”) of the Custody Agreement shall remain in full force and effect and apply mutatis mutandis to the satisfaction and recovery by Bank of any Liabilities and/or any other amounts owed to Bank Depositor Indemnified Party arising out of or in connection with the performance of its obligations hereunder or any actions taken in accordance with the provisions of this RiderTrust Agreement or (2) reckless disregard on the part of such Depositor Indemnified Party of its obligations and duties under this Trust Agreement. Each Depositor Indemnified Party shall also be indemnified by the Down Trust and held harmless against any loss, liability or expense arising under the Income Distribution Agreement, the Settlement Contracts or any Participants Agreement insofar as such loss, liability or expense arises from any untrue statement or alleged untrue statement of a material fact contained in any written statement provided to the Depositor by any of the Listing Agent, the Administrative Agent and the Trustee. Such indemnity shall include payment from the Down Trust of the costs and expenses incurred by such Depositor Indemnified Party in defending itself against any such indemnified claim or liability.

Liabilities; Indemnification. (a) Bank shall have no responsibility or liability Notwithstanding the other provisions of this Trust Agreement, the Depositor, by entering into this Trust Agreement, agrees to be liable, directly to the injured party, for (i) any breach the entire amount of any obligation by any Borrower under losses, claims, damages or in connection with any Loan and/or Borrowing Agreement or other agreement relating to such Loan or in any other way in respect of any Loan, liabilities (ii) Securities on Loan or collateral held in a collateral account with a third party, other than to provide the Services under this Rider and to act upon any Instructions received under the Custody Agreement to deliver or receive such Securities or Collateral or (iii) any losses whatsoever those incurred by any person a Holder as a result of the performance of the Treasuries, market fluctuations or other similar market or investment risks associated with ownership of the Down-MACRO Holding Shares) arising out of or based on the arrangement created by this Trust Agreement or the actions of the Depositor taken pursuant hereto (to the extent that, if the Trust Assets at the time the claim is made were not used to pay in connection with a sale failure that has resulted full all outstanding Down-MACRO Holding Shares, the Trust Assets would be used to pay any such losses, claims, damages or liabilities). To the extent provided in Section 10.4, the Administrative Agent will (from a failure to recall Securities on Loan its own assets and not from the assets of the Down-MACRO Holding Trust) indemnify and hold harmless the Depositor against and from certain losses, claims, damages and liabilities of the Depositor as described in time for settlementthis Section 9.3 arising from the actions or omissions of the Administrative Agent. (b) Lender expressly acknowledges The Depositor shall indemnify and agrees hold harmless the Trustee and its officers, directors, employees and agents from and against any loss, liability, expense, damage or injury (collectively, a "Loss") suffered or sustained by reason of the acts performed or omitted by the Trustee pursuant to this Trust Agreement, including any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any action, proceeding or claim; provided, however, that Lender’s obligation the Depositor's duty to indemnify the Bank as set out in sections 3.1, 6.1 and 7.1(cunder this Section 9.3(b) of the Custody Agreement shall remain in full force and effect and apply, mutatis mutandis, not extend to any Liabilities Losses (i) for which the Trustee has a right to indemnification under any other provision of this Trust Agreement, or (ii) that may be imposed on, incurred are caused by or asserted against any result from the breach of the Bank and/or any X.X. Xxxxxx Indemnitees in connection withcontract by, or arising out of the provision of fraud, negligence or willful misconduct of, the Services under this Rider and/or any instruction(s)Trustee or its officers, act(s) and/or omission(s) of Lender and/or Agent. Bank expressly acknowledges and agrees that Bank’s obligation to exercise reasonable caredirectors, prudence and diligence in carrying out all its duties and obligations as set out in section 7.1(a) of the Custody Agreement shall remain in full force and effect and apply, mutatis mutandis, to the Services provided by Bank under this Rideremployees or agents. (c) Under no circumstances will Bank be liable to Agent or Lender for any lost profits The Depositor and its members, managers, officers, employees, affiliates (whether direct or indirect) or any indirect, incidental, consequential or special damages of any form incurred by any person or entity, whether or not foreseeable and regardless as such term is defined in Regulation S-X of the type Securities Act) and subsidiaries (each, a "Depositor Indemnified Party") shall be indemnified by the Down-MACRO Holding Trust and held harmless against any loss, liability or expense incurred hereunder without (1) gross negligence, bad faith, willful misconduct or willful malfeasance on the part of action in which such a claim may be brought, with respect to Bank’s performance under this Rider. (d) In order to satisfy any Liabilities of Lender to Bank arising under or in connection with this Rider and without prejudice to Bank’s rights under Applicable Law, Lender expressly acknowledges and agrees that the Bank’s rights under section 4.3 (“Bank’s Right Over Securities; Set-off”) of the Custody Agreement shall remain in full force and effect and apply mutatis mutandis to the satisfaction and recovery by Bank of any Liabilities and/or any other amounts owed to Bank Depositor Indemnified Party arising out of or in connection with the performance of its obligations hereunder or any actions taken in accordance with the provisions of this RiderTrust Agreement or (2) reckless disregard on the part of such Depositor Indemnified Party of its obligations and duties under this Trust Agreement. Each Depositor Indemnified Party shall also be indemnified by the Down-MACRO Holding Trust and held harmless against any loss, liability or expense arising under the Income Distribution Agreement, the Settlement Contracts or any Participants Agreement insofar as such loss, liability or expense arises from any untrue statement or alleged untrue statement of a material fact contained in any written statement provided to the Depositor by any of the Calculation Agent, the Administrative Agent and the Trustee. Such indemnity shall include payment from the Down-MACRO Holding Trust of the costs and expenses incurred by such Depositor Indemnified Party in defending itself against any such indemnified claim or liability.

Liabilities; Indemnification. (a) Bank shall have no responsibility or liability Notwithstanding the other provisions of this Trust Agreement, the Depositor, by entering into this Trust Agreement, agrees to be liable, directly to the injured party, for (i) any breach the entire amount of any obligation by any Borrower under loss, liability, expense, damage or in connection with any Loan and/or Borrowing Agreement or other agreement relating to such Loan or in any other way in respect of any Loaninjury (collectively, a "Loss") (ii) Securities on Loan or collateral held in a collateral account with a third party, other than to provide the Services under this Rider and to act upon any Instructions received under the Custody Agreement to deliver or receive such Securities or Collateral or (iii) any losses whatsoever those incurred by any person a Holder as a result of the performance of the Eligible Treasuries, market fluctuations, the level of the Reference Value of the Index or other similar market or investment risks associated with ownership of the Up MacroShares) arising out of any allegation of infringement of the intellectual property rights of third parties. If the Trust Assets at the time the claim is made were not previously used to pay in connection with a sale failure that has resulted from a failure full all Outstanding Up MacroShares, the Trust Assets would be used to recall Securities on Loan in time for settlementpay any such Loss. (b) Lender expressly acknowledges The Depositor shall indemnify and agrees hold harmless the Trustee and its officers, directors, employees and agents from and against any Loss suffered or sustained by reason of the acts performed or omitted by the Trustee pursuant to this Trust Agreement, including any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any action, proceeding or claim including, without limitation, any action, proceeding or claim relating to or arising from any alleged infringement of intellectual property rights of third parties; provided, however, that Lender’s obligation the Depositor's duty to indemnify the Bank as set out in sections 3.1, 6.1 and 7.1(cunder this Section 9.3(b) of the Custody Agreement shall remain in full force and effect and apply, mutatis mutandis, not extend to any Liabilities Losses (i) for which the Trustee has a right to indemnification under any other provision of this Trust Agreement and for which it and, if applicable, its officers, directors, employees and agents, have, in fact, been indemnified, or (ii) that may be imposed on, incurred are caused by or asserted against any result from the breach of the Bank and/or any X.X. Xxxxxx Indemnitees in connection withcontract by, or arising out of the provision of fraud, gross negligence or willful misconduct of, the Services under this Rider and/or any instruction(s)Trustee or its officers, act(s) and/or omission(s) of Lender and/or Agent. Bank expressly acknowledges and agrees that Bank’s obligation to exercise reasonable caredirectors, prudence and diligence in carrying out all its duties and obligations as set out in section 7.1(a) of the Custody Agreement shall remain in full force and effect and apply, mutatis mutandis, to the Services provided by Bank under this Rideremployees or agents. (c) Under no circumstances will Bank be liable to Agent or Lender for any lost profits The Depositor and its members, managers, officers, employees, affiliates (whether direct or indirect) or any indirect, incidental, consequential or special damages of any form incurred by any person or entity, whether or not foreseeable and regardless as such term is defined in Regulation S-X of the type Securities Act) and subsidiaries (each, a "Depositor Indemnified Party") shall be indemnified by the Up Trust and held harmless against any loss, liability or expense incurred hereunder without (1) gross negligence, bad faith, willful misconduct or willful malfeasance on the part of action in which such a claim may be brought, with respect to Bank’s performance under this Rider. (d) In order to satisfy any Liabilities of Lender to Bank arising under or in connection with this Rider and without prejudice to Bank’s rights under Applicable Law, Lender expressly acknowledges and agrees that the Bank’s rights under section 4.3 (“Bank’s Right Over Securities; Set-off”) of the Custody Agreement shall remain in full force and effect and apply mutatis mutandis to the satisfaction and recovery by Bank of any Liabilities and/or any other amounts owed to Bank Depositor Indemnified Party arising out of or in connection with the performance of its obligations hereunder or any actions taken in accordance with the provisions of this RiderTrust Agreement or (2) reckless disregard on the part of such Depositor Indemnified Party of its obligations and duties under this Trust Agreement. Each Depositor Indemnified Party shall also be indemnified by the Up Trust and held harmless against any loss, liability or expense arising under the Income Distribution Agreement, the Settlement Contracts or any Participants Agreement insofar as such loss, liability or expense arises from any untrue statement or alleged untrue statement of a material fact contained in any written statement provided to the Depositor by any of the Listing Agent, the Administrative Agent and the Trustee. Such indemnity shall include payment from the Up Trust of the costs and expenses incurred by such Depositor Indemnified Party in defending itself against any such indemnified claim or liability.

Liabilities; Indemnification. (a) Bank shall have no responsibility or liability Notwithstanding the other provisions of this Trust Agreement, the Depositor, by entering into this Trust Agreement, agrees to be liable, directly to the injured party, for (i) any breach the entire amount of any obligation by any Borrower under losses, claims, damages or in connection with any Loan and/or Borrowing Agreement or other agreement relating to such Loan or in any other way in respect of any Loan, liabilities (ii) Securities on Loan or collateral held in a collateral account with a third party, other than to provide the Services under this Rider and to act upon any Instructions received under the Custody Agreement to deliver or receive such Securities or Collateral or (iii) any losses whatsoever those incurred by any person a Holder as a result of the performance of the Treasuries, market fluctuations or other similar market or investment risks associated with ownership of the Up-MACRO Holding Shares) arising out of or based on the arrangement created by this Trust Agreement or the actions of the Depositor taken pursuant hereto or arising from any allegation of infringement of the intellectual property rights of third parties (to the extent that, if the Trust Assets at the time the claim is made were not used to pay in connection with a sale failure that has resulted full all Outstanding Up-MACRO Holding Shares, the Trust Assets would be used to pay any such losses, claims, damages or liabilities). To the extent provided in Section 10.4, the Administrative Agent will (from a failure to recall Securities on Loan its own assets and not from the assets of the Up-MACRO Holding Trust) indemnify and hold harmless the Depositor against and from certain losses, claims, damages and liabilities of the Depositor as described in time for settlementthis Section 9.3 arising from the actions or omissions of the Administrative Agent. (b) Lender expressly acknowledges The Depositor shall indemnify and agrees hold harmless the Trustee and its officers, directors, employees and agents from and against any loss, liability, expense, damage or injury (collectively, a "Loss") suffered or sustained by reason of the acts performed or omitted by the Trustee pursuant to this Trust Agreement, including any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any action, proceeding or claim including, without limitation, any action, proceeding or claim relating to or arising from any alleged infringement of intellectual property rights of third parties; provided, however, that Lender’s obligation the Depositor's duty to indemnify the Bank as set out in sections 3.1, 6.1 and 7.1(cunder this Section 9.3(b) of the Custody Agreement shall remain in full force and effect and apply, mutatis mutandis, not extend to any Liabilities Losses (i) for which the Trustee has a right to indemnification under any other provision of this Trust Agreement, or (ii) that may be imposed on, incurred are caused by or asserted against any result from the breach of the Bank and/or any X.X. Xxxxxx Indemnitees in connection withcontract by, or arising out of the provision of fraud, negligence or willful misconduct of, the Services under this Rider and/or any instruction(s)Trustee or its officers, act(s) and/or omission(s) of Lender and/or Agent. Bank expressly acknowledges and agrees that Bank’s obligation to exercise reasonable caredirectors, prudence and diligence in carrying out all its duties and obligations as set out in section 7.1(a) of the Custody Agreement shall remain in full force and effect and apply, mutatis mutandis, to the Services provided by Bank under this Rideremployees or agents. (c) Under no circumstances will Bank be liable to Agent or Lender for any lost profits The Depositor and its members, managers, officers, employees, affiliates (whether direct or indirect) or any indirect, incidental, consequential or special damages of any form incurred by any person or entity, whether or not foreseeable and regardless as such term is defined in Regulation S-X of the type Securities Act) and subsidiaries (each, a "Depositor Indemnified Party") shall be indemnified by the Up-MACRO Holding Trust and held harmless against any loss, liability or expense incurred hereunder without (1) gross negligence, bad faith, willful misconduct or willful malfeasance on the part of action in which such a claim may be brought, with respect to Bank’s performance under this Rider. (d) In order to satisfy any Liabilities of Lender to Bank arising under or in connection with this Rider and without prejudice to Bank’s rights under Applicable Law, Lender expressly acknowledges and agrees that the Bank’s rights under section 4.3 (“Bank’s Right Over Securities; Set-off”) of the Custody Agreement shall remain in full force and effect and apply mutatis mutandis to the satisfaction and recovery by Bank of any Liabilities and/or any other amounts owed to Bank Depositor Indemnified Party arising out of or in connection with the performance of its obligations hereunder or any actions taken in accordance with the provisions of this RiderTrust Agreement or (2) reckless disregard on the part of such Depositor Indemnified Party of its obligations and duties under this Trust Agreement. Each Depositor Indemnified Party shall also be indemnified by the Up-MACRO Holding Trust and held harmless against any loss, liability or expense arising under the Income Distribution Agreement, the Settlement Contracts or any Participants Agreement insofar as such loss, liability or expense arises from any untrue statement or alleged untrue statement of a material fact contained in any written statement provided to the Depositor by any of the Calculation Agent, the Administrative Agent and the Trustee. Such indemnity shall include payment from the Up-MACRO Holding Trust of the costs and expenses incurred by such Depositor Indemnified Party in defending itself against any such indemnified claim or liability.

Liabilities; Indemnification. (a) Bank shall have no responsibility or liability Notwithstanding the other provisions of this Trust Agreement, the Depositor, by entering into this Trust Agreement, agrees to be liable, directly to the injured party, for (i) any breach the entire amount of any obligation by any Borrower under losses, claims, damages or in connection with any Loan and/or Borrowing Agreement or other agreement relating to such Loan or in any other way in respect of any Loan, liabilities (ii) Securities on Loan or collateral held in a collateral account with a third party, other than to provide the Services under this Rider and to act upon any Instructions received under the Custody Agreement to deliver or receive such Securities or Collateral or (iii) any losses whatsoever those incurred by any person a Holder as a result of the performance of the Treasuries, market fluctuations or other similar market or investment risks associated with ownership of the Up-MACRO Holding Shares) arising out of or based on the arrangement created by this Trust Agreement or the actions of the Depositor taken pursuant hereto (to the extent that, if the Trust Assets at the time the claim is made were not used to pay in connection with a sale failure that has resulted full all outstanding Up-MACRO Holding Shares, the Trust Assets would be used to pay any such losses, claims, damages or liabilities). To the extent provided in Section 10.4, the Administrative Agent will (from a failure to recall Securities on Loan its own assets and not from the assets of the Up-MACRO Holding Trust) indemnify and hold harmless the Depositor against and from certain losses, claims, damages and liabilities of the Depositor as described in time for settlementthis Section 9.3 arising from the actions or omissions of the Administrative Agent. (b) Lender expressly acknowledges The Depositor shall indemnify and agrees hold harmless the Trustee and its officers, directors, employees and agents from and against any loss, liability, expense, damage or injury (collectively, a "Loss") suffered or sustained by reason of the acts performed or omitted by the Trustee pursuant to this Trust Agreement, including any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any action, proceeding or claim; provided, however, that Lender’s obligation the Depositor's duty to indemnify the Bank as set out in sections 3.1, 6.1 and 7.1(cunder this Section 9.3(b) of the Custody Agreement shall remain in full force and effect and apply, mutatis mutandis, not extend to any Liabilities Losses (i) for which the Trustee has a right to indemnification under any other provision of this Trust Agreement, or (ii) that may be imposed on, incurred are caused by or asserted against any result from the breach of the Bank and/or any X.X. Xxxxxx Indemnitees in connection withcontract by, or arising out of the provision of fraud, negligence or willful misconduct of, the Services under this Rider and/or any instruction(s)Trustee or its officers, act(s) and/or omission(s) of Lender and/or Agent. Bank expressly acknowledges and agrees that Bank’s obligation to exercise reasonable caredirectors, prudence and diligence in carrying out all its duties and obligations as set out in section 7.1(a) of the Custody Agreement shall remain in full force and effect and apply, mutatis mutandis, to the Services provided by Bank under this Rideremployees or agents. (c) Under no circumstances will Bank be liable to Agent or Lender for any lost profits The Depositor and its members, managers, officers, employees, affiliates (whether direct or indirect) or any indirect, incidental, consequential or special damages of any form incurred by any person or entity, whether or not foreseeable and regardless as such term is defined in Regulation S-X of the type Securities Act) and subsidiaries (each, a "Depositor Indemnified Party") shall be indemnified by the Up-MACRO Holding Trust and held harmless against any loss, liability or expense incurred hereunder without (1) gross negligence, bad faith, willful misconduct or willful malfeasance on the part of action in which such a claim may be brought, with respect to Bank’s performance under this Rider. (d) In order to satisfy any Liabilities of Lender to Bank arising under or in connection with this Rider and without prejudice to Bank’s rights under Applicable Law, Lender expressly acknowledges and agrees that the Bank’s rights under section 4.3 (“Bank’s Right Over Securities; Set-off”) of the Custody Agreement shall remain in full force and effect and apply mutatis mutandis to the satisfaction and recovery by Bank of any Liabilities and/or any other amounts owed to Bank Depositor Indemnified Party arising out of or in connection with the performance of its obligations hereunder or any actions taken in accordance with the provisions of this RiderTrust Agreement or (2) reckless disregard on the part of such Depositor Indemnified Party of its obligations and duties under this Trust Agreement. Each Depositor Indemnified Party shall also be indemnified by the Up-MACRO Holding Trust and held harmless against any loss, liability or expense arising under the Income Distribution Agreement, the Settlement Contracts or any Participants Agreement insofar as such loss, liability or expense arises from any untrue statement or alleged untrue statement of a material fact contained in any written statement provided to the Depositor by any of the Calculation Agent, the Administrative Agent and the Trustee. Such indemnity shall include payment from the Up-MACRO Holding Trust of the costs and expenses incurred by such Depositor Indemnified Party in defending itself against any such indemnified claim or liability.

Liabilities; Indemnification. (a) Bank shall have no responsibility or liability Notwithstanding the other provisions of this Trust Agreement, the Depositor, by entering into this Trust Agreement, agrees to be liable, directly to the injured party, for (i) any breach the entire amount of any obligation by any Borrower under losses, claims, damages or in connection with any Loan and/or Borrowing Agreement or other agreement relating to such Loan or in any other way in respect of any Loan, liabilities (ii) Securities on Loan or collateral held in a collateral account with a third party, other than to provide the Services under this Rider and to act upon any Instructions received under the Custody Agreement to deliver or receive such Securities or Collateral or (iii) any losses whatsoever those incurred by any person a Holder as a result of the performance of the Treasuries, market fluctuations or other similar market or investment risks associated with ownership of the Down-MACRO Holding Shares) arising out of or based on the arrangement created by this Trust Agreement or the actions of the Depositor taken pursuant hereto or arising from any allegation of infringement of the intellectual property rights of third parties (to the extent that, if the Trust Assets at the time the claim is made were not used to pay in connection with a sale failure that has resulted full all Outstanding Down-MACRO Holding Shares, the Trust Assets would be used to pay any such losses, claims, damages or liabilities). To the extent provided in Section 10.4, the Administrative Agent will (from a failure to recall Securities on Loan its own assets and not from the assets of the Down-MACRO Holding Trust) indemnify and hold harmless the Depositor against and from certain losses, claims, damages and liabilities of the Depositor as described in time for settlementthis Section 9.3 arising from the actions or omissions of the Administrative Agent. (b) Lender expressly acknowledges The Depositor shall indemnify and agrees hold harmless the Trustee and its officers, directors, employees and agents from and against any loss, liability, expense, damage or injury (collectively, a "Loss") suffered or sustained by reason of the acts performed or omitted by the Trustee pursuant to this Trust Agreement, including any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any action, proceeding or claim including, without limitation, any action, proceeding or claim relating to or arising from any alleged infringement of intellectual property rights of third parties; provided, however, that Lender’s obligation the Depositor's duty to indemnify the Bank as set out in sections 3.1, 6.1 and 7.1(cunder this Section 9.3(b) of the Custody Agreement shall remain in full force and effect and apply, mutatis mutandis, not extend to any Liabilities Losses (i) for which the Trustee has a right to indemnification under any other provision of this Trust Agreement, or (ii) that may be imposed on, incurred are caused by or asserted against any result from the breach of the Bank and/or any X.X. Xxxxxx Indemnitees in connection withcontract by, or arising out of the provision of fraud, negligence or willful misconduct of, the Services under this Rider and/or any instruction(s)Trustee or its officers, act(s) and/or omission(s) of Lender and/or Agent. Bank expressly acknowledges and agrees that Bank’s obligation to exercise reasonable caredirectors, prudence and diligence in carrying out all its duties and obligations as set out in section 7.1(a) of the Custody Agreement shall remain in full force and effect and apply, mutatis mutandis, to the Services provided by Bank under this Rideremployees or agents. (c) Under no circumstances will Bank be liable to Agent or Lender for any lost profits The Depositor and its members, managers, officers, employees, affiliates (whether direct or indirect) or any indirect, incidental, consequential or special damages of any form incurred by any person or entity, whether or not foreseeable and regardless as such term is defined in Regulation S-X of the type Securities Act) and subsidiaries (each, a "Depositor Indemnified Party") shall be indemnified by the Down-MACRO Holding Trust and held harmless against any loss, liability or expense incurred hereunder without (1) gross negligence, bad faith, willful misconduct or willful malfeasance on the part of action in which such a claim may be brought, with respect to Bank’s performance under this Rider. (d) In order to satisfy any Liabilities of Lender to Bank arising under or in connection with this Rider and without prejudice to Bank’s rights under Applicable Law, Lender expressly acknowledges and agrees that the Bank’s rights under section 4.3 (“Bank’s Right Over Securities; Set-off”) of the Custody Agreement shall remain in full force and effect and apply mutatis mutandis to the satisfaction and recovery by Bank of any Liabilities and/or any other amounts owed to Bank Depositor Indemnified Party arising out of or in connection with the performance of its obligations hereunder or any actions taken in accordance with the provisions of this RiderTrust Agreement or (2) reckless disregard on the part of such Depositor Indemnified Party of its obligations and duties under this Trust Agreement. Each Depositor Indemnified Party shall also be indemnified by the Down-MACRO Holding Trust and held harmless against any loss, liability or expense arising under the Income Distribution Agreement, the Settlement Contracts or any Participants Agreement insofar as such loss, liability or expense arises from any untrue statement or alleged untrue statement of a material fact contained in any written statement provided to the Depositor by any of the Calculation Agent, the Administrative Agent and the Trustee. Such indemnity shall include payment from the Down-MACRO Holding Trust of the costs and expenses incurred by such Depositor Indemnified Party in defending itself against any such indemnified claim or liability.

Liabilities; Indemnification. (a) Bank shall have no responsibility or liability Notwithstanding the other provisions of this Trust Agreement, the Depositor, by entering into this Trust Agreement, agrees to be liable, directly to the injured party, for (i) any breach the entire amount of any obligation by any Borrower under losses, claims, damages or in connection with any Loan and/or Borrowing Agreement or other agreement relating to such Loan or in any other way in respect of any Loan, liabilities (ii) Securities on Loan or collateral held in a collateral account with a third party, other than to provide the Services under this Rider and to act upon any Instructions received under the Custody Agreement to deliver or receive such Securities or Collateral or (iii) any losses whatsoever those incurred by any person a Holder as a result of the performance of the Eligible Treasuries, market fluctuations or other similar market or investment risks associated with ownership of the Up MacroShares) arising out of or based on the arrangement created by this Trust Agreement or the actions of the Depositor taken pursuant hereto or arising from any allegation of infringement of the intellectual property rights of third parties (to the extent that, if the Trust Assets at the time the claim is made were not used to pay in connection with a sale failure that has resulted from a failure full all Outstanding Up MacroShares, the Trust Assets would be used to recall Securities on Loan in time for settlementpay any such losses, claims, damages or liabilities). (b) Lender expressly acknowledges The Depositor shall indemnify and agrees hold harmless the Trustee and its officers, directors, employees and agents from and against any loss, liability, expense, damage or injury (collectively, a "Loss") suffered or sustained by reason of the acts performed or omitted by the Trustee pursuant to this Trust Agreement, including any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any action, proceeding or claim including, without limitation, any action, proceeding or claim relating to or arising from any alleged infringement of intellectual property rights of third parties; provided, however, that Lender’s obligation the Depositor's duty to indemnify the Bank as set out in sections 3.1, 6.1 and 7.1(cunder this Section 9.3(b) of the Custody Agreement shall remain in full force and effect and apply, mutatis mutandis, not extend to any Liabilities Losses (i) for which the Trustee has a right to indemnification under any other provision of this Trust Agreement, or (ii) that may be imposed on, incurred are caused by or asserted against any result from the breach of the Bank and/or any X.X. Xxxxxx Indemnitees in connection withcontract by, or arising out of the provision of fraud, negligence or willful misconduct of, the Services under this Rider and/or any instruction(s)Trustee or its officers, act(s) and/or omission(s) of Lender and/or Agent. Bank expressly acknowledges and agrees that Bank’s obligation to exercise reasonable caredirectors, prudence and diligence in carrying out all its duties and obligations as set out in section 7.1(a) of the Custody Agreement shall remain in full force and effect and apply, mutatis mutandis, to the Services provided by Bank under this Rideremployees or agents. (c) Under no circumstances will Bank be liable to Agent or Lender for any lost profits The Depositor and its members, managers, officers, employees, affiliates (whether direct or indirect) or any indirect, incidental, consequential or special damages of any form incurred by any person or entity, whether or not foreseeable and regardless as such term is defined in Regulation S-X of the type Securities Act) and subsidiaries (each, a "Depositor Indemnified Party") shall be indemnified by the Up Trust and held harmless against any loss, liability or expense incurred hereunder without (1) gross negligence, bad faith, willful misconduct or willful malfeasance on the part of action in which such a claim may be brought, with respect to Bank’s performance under this Rider. (d) In order to satisfy any Liabilities of Lender to Bank arising under or in connection with this Rider and without prejudice to Bank’s rights under Applicable Law, Lender expressly acknowledges and agrees that the Bank’s rights under section 4.3 (“Bank’s Right Over Securities; Set-off”) of the Custody Agreement shall remain in full force and effect and apply mutatis mutandis to the satisfaction and recovery by Bank of any Liabilities and/or any other amounts owed to Bank Depositor Indemnified Party arising out of or in connection with the performance of its obligations hereunder or any actions taken in accordance with the provisions of this RiderTrust Agreement or (2) reckless disregard on the part of such Depositor Indemnified Party of its obligations and duties under this Trust Agreement. Each Depositor Indemnified Party shall also be indemnified by the Up Trust and held harmless against any loss, liability or expense arising under the Income Distribution Agreement, the Settlement Contracts or any Participants Agreement insofar as such loss, liability or expense arises from any untrue statement or alleged untrue statement of a material fact contained in any written statement provided to the Depositor by any of the Listing Agent, the Administrative Agent and the Trustee. Such indemnity shall include payment from the Up Trust of the costs and expenses incurred by such Depositor Indemnified Party in defending itself against any such indemnified claim or liability.

Liabilities; Indemnification. (a) Bank shall have no responsibility or liability Notwithstanding the other provisions of this Trust Agreement, the Depositor, by entering into this Trust Agreement, agrees to be liable, directly to the injured party, for (i) any breach the entire amount of any obligation by any Borrower under loss, liability, expense, damage or in connection with any Loan and/or Borrowing Agreement or other agreement relating to such Loan or in any other way in respect of any Loaninjury (collectively, a "Loss") (ii) Securities on Loan or collateral held in a collateral account with a third party, other than to provide the Services under this Rider and to act upon any Instructions received under the Custody Agreement to deliver or receive such Securities or Collateral or (iii) any losses whatsoever those incurred by any person a Holder as a result of the performance of the Eligible Treasuries, market fluctuations, the level of the Applicable Reference Price of Crude Oil or other similar market or investment risks associated with ownership of the Up MacroShares) arising out of any allegation of infringement of the intellectual property rights of third parties. If the Trust Assets at the time the claim is made were not previously used to pay in connection with a sale failure that has resulted from a failure full all Outstanding Up MacroShares, the Trust Assets would be used to recall Securities on Loan in time for settlementpay any such Loss. (b) Lender expressly acknowledges The Depositor shall indemnify and agrees hold harmless the Trustee and its officers, directors, employees and agents from and against any Loss suffered or sustained by reason of the acts performed or omitted by the Trustee pursuant to this Trust Agreement, including any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any action, proceeding or claim including, without limitation, any action, proceeding or claim relating to or arising from any alleged infringement of intellectual property rights of third parties; provided, however, that Lender’s obligation the Depositor's duty to indemnify the Bank as set out in sections 3.1, 6.1 and 7.1(cunder this Section 9.3(b) of the Custody Agreement shall remain in full force and effect and apply, mutatis mutandis, not extend to any Liabilities Losses (i) for which the Trustee has a right to indemnification under any other provision of this Trust Agreement and for which it and, if applicable, its officers, directors, employees and agents, have, in fact, been indemnified, or (ii) that may be imposed on, incurred are caused by or asserted against any result from the breach of the Bank and/or any X.X. Xxxxxx Indemnitees in connection withcontract by, or arising out of the provision of fraud, gross negligence or willful misconduct of, the Services under this Rider and/or any instruction(s)Trustee or its officers, act(s) and/or omission(s) of Lender and/or Agent. Bank expressly acknowledges and agrees that Bank’s obligation to exercise reasonable caredirectors, prudence and diligence in carrying out all its duties and obligations as set out in section 7.1(a) of the Custody Agreement shall remain in full force and effect and apply, mutatis mutandis, to the Services provided by Bank under this Rideremployees or agents. (c) Under no circumstances will Bank be liable to Agent or Lender for any lost profits The Depositor and its members, managers, officers, employees, affiliates (whether direct or indirect) or any indirect, incidental, consequential or special damages of any form incurred by any person or entity, whether or not foreseeable and regardless as such term is defined in Regulation S-X of the type Securities Act) and subsidiaries (each, a "Depositor Indemnified Party") shall be indemnified by the Up Trust and held harmless against any loss, liability or expense incurred hereunder without (1) gross negligence, bad faith, willful misconduct or willful malfeasance on the part of action in which such a claim may be brought, with respect to Bank’s performance under this Rider. (d) In order to satisfy any Liabilities of Lender to Bank arising under or in connection with this Rider and without prejudice to Bank’s rights under Applicable Law, Lender expressly acknowledges and agrees that the Bank’s rights under section 4.3 (“Bank’s Right Over Securities; Set-off”) of the Custody Agreement shall remain in full force and effect and apply mutatis mutandis to the satisfaction and recovery by Bank of any Liabilities and/or any other amounts owed to Bank Depositor Indemnified Party arising out of or in connection with the performance of its obligations hereunder or any actions taken in accordance with the provisions of this RiderTrust Agreement or (2) reckless disregard on the part of such Depositor Indemnified Party of its obligations and duties under this Trust Agreement. Each Depositor Indemnified Party shall also be indemnified by the Up Trust and held harmless against any loss, liability or expense arising under the Income Distribution Agreement, the Settlement Contracts or any Participants Agreement insofar as such loss, liability or expense arises from any untrue statement or alleged untrue statement of a material fact contained in any written statement provided to the Depositor by any of the Listing Agent, the Administrative Agent and the Trustee. Such indemnity shall include payment from the Up Trust of the costs and expenses incurred by such Depositor Indemnified Party in defending itself against any such indemnified claim or liability.

Liabilities; Indemnification. 16.1 Medicis shall defend, indemnify and hold Ipsen (and its Affiliates and their directors, officers, employees and representatives) harmless from and against any and all losses, liabilities, claims, damages, suits, costs and expenses any of them suffers, including the cost and expense of handling, defending and settling claims and suits, if and to the extent arising from (a) Bank shall have no responsibility clinical studies involving the Products including without limitation clinical studies to be performed under the Development and Regulatory Program and development works under Current Agreements conducted by Ipsen on behalf of Medicis and in conformity with Medicis's instructions pursuant to Article 3.1, (b) the marketing, promotion, advertising, transportation, handling, storage or liability for distribution of Products by Medicis, any of its Affiliates or any of their respective subcontractors or agents, (c) any defect or alleged defect in labeling of the Products, (d) any defect or alleged defect in the design of the Products to the extent such design results from the clinical studies performed under the Development and Regulatory Program, or (e) the material breach by Medicis of its obligations or warranties under this Agreement, except in each case for: (i) any such loss, liability, claims, damages, costs or expenses to the extent caused by a breach by Ipsen of any obligation by any Borrower its obligations and warranties under or in connection with any Loan and/or Borrowing Agreement or other agreement relating to such Loan or in any other way in respect of any Loanthis Agreement, (ii) Securities on Loan such claims, damages and expenses to the extent caused by the gross negligence or collateral held in a collateral account with a third partywillful misconduct of Ipsen, other than to provide the Services under this Rider Xxxxx'x Affiliates or Xxxxx'x Third Party contractors, and to act upon any Instructions received under the Custody Agreement to deliver or receive such Securities or Collateral or (iii) such matters expressly described in Article 16.2 of this Agreement with respect to which Ipsen is obligated to defend, indemnify and hold Medicis harmless. Medicis shall inform Ipsen, promptly upon becoming aware of the same, of any losses whatsoever incurred by any person as a result claim or in connection with a sale failure that has resulted from a failure action against Medicis or Ipsen for which Medicis is obligated to recall Securities on Loan in time for settlementdefend, indemnify and hold Ipsen harmless. 16.2 Ipsen shall defend, indemnify and hold Medicis (band its Affiliates and their directors, officers, employees and representatives) Lender expressly acknowledges harmless from any and agrees that Lender’s obligation all losses, liabilities, claims, damages, suits, costs and expenses any of them suffers, including the cost and expense of handling, defending and settling claims and suits, if and to indemnify the Bank as set out extent arising from any defect or alleged defect or mishandling in sections 3.1the packaging, 6.1 and 7.1(c) storage, manufacturing, testing or formulation of the Custody Products, or the material breach by Ipsen of its obligations or warranties under this Agreement, except in each case for: (i) any such loss, liability, claims, damages, costs or expenses to the extent caused by a breach by Medicis of its obligations and warranties under this Agreement, (ii) such claims, damages and expenses to the extent caused by the gross negligence or willful misconduct of Medicis, Medicis's Affiliates or Medicis's Third Party contractors, and (iii) such matters expressly described in Article 16.1 of this Agreement shall remain with respect to which Medicis is obligated to defend, indemnify and hold Ipsen harmless. 16.3 Medicis shall, during the term of this Agreement and for a period of six (6) years thereafter, maintain insurance coverage pursuant to one or more insurance policies in full force form reasonably satisfactory to Ipsen and effect underwritten by financially sound and applyreputable insurers reasonably satisfactory to Ipsen, mutatis mutandisagainst errors and omissions, contractual liability, product liability relating to any Liabilities the design or labeling of the Products, including but not limited to those hazards specified in Article 16.1., and other hazards specified by Ipsen. All such insurance policies shall: (i) provide for insurance coverage in an aggregate amount per year of not less than USD 10 (ten) million for those matters described in Article 16.1 and in Article 16.3 first paragraph of this Agreement, arising before the Product is first sold by Medicis in the Territory, and not less than USD 20 (twenty) million for those matters described in Article 16.1 and 16.3 first paragraph of this Agreement arising after the Product is first sold by Medicis in the Territory; (ii) include Ipsen as an additional named insured; (iii) contain provisions that with respect to Ipsen, the insurance policies may be imposed on, incurred cancelled only for nonpayment of premiums by or asserted Medicis after not less than thirty (30) days notice of intent to cancel provided to Ipsen; and, (iv) contain provisions that the insurer will make payment to Ipsen as its interests may appear under any such policy notwithstanding any defense which such insurer may have against any of the Bank and/or any X.X. Xxxxxx Indemnitees in connection with, or arising out other insureds on such policy. Medicis will furnish to Ipsen certificates of all such insurance policies: - On the Effective Date (and within thirty (30) days of the provision date of each anniversary of the Services under this Rider and/or any instruction(srelated insurance certificate date), act(sevidencing coverage in accordance with this Article 16.3 including but not limited to, insurance coverage in an aggregate amount per year of not less than USD 10 (ten) and/or omission(smillion; and, - at least sixty (60) of Lender and/or Agent. Bank expressly acknowledges days prior to the first Product sale by Medicis in the Territory (and agrees that Bank’s obligation to exercise reasonable care, prudence and diligence in carrying out all its duties and obligations as set out in section 7.1(awithin thirty (30) days of the Custody Agreement shall remain in full force and effect and apply, mutatis mutandis, to the Services provided by Bank under this Rider. (c) Under no circumstances will Bank be liable to Agent or Lender for any lost profits (whether direct or indirect) or any indirect, incidental, consequential or special damages date of any form incurred by any person or entity, whether or not foreseeable and regardless each anniversary of the type of action related insurance certificate date), evidencing insurance coverage in which such a claim may be brought, with respect to Bank’s performance under this Rider. (d) In order to satisfy any Liabilities of Lender to Bank arising under or in connection accordance with this Rider and without prejudice to Bank’s rights under Applicable LawArticle 16.3 including but not limited to, Lender expressly acknowledges and agrees that the Bank’s rights under section 4.3 insurance coverage in an aggregate amount per year of not less than USD 20 (“Bank’s Right Over Securities; Set-off”twenty) of the Custody Agreement shall remain in full force and effect and apply mutatis mutandis to the satisfaction and recovery by Bank of any Liabilities and/or any other amounts owed to Bank arising out of or in connection with this Ridermillion.

Liabilities; Indemnification. (a) Bank No Shareholder shall have no responsibility be liable under any judgment of a court or liability for (i) any breach award of any obligation by any Borrower under a tribunal or in connection with any Loan and/or Borrowing Agreement or other agreement relating to such Loan arbitrator, or in any other way manner, for any debt, obligation or liability of the Company, whether such liability or obligation arises in respect contract, tort or otherwise, solely by reason of any Loan, (ii) Securities on Loan or collateral held in being a collateral account with a third party, other than to provide Shareholder of the Services under this Rider and to act upon any Instructions received under the Custody Agreement to deliver or receive such Securities or Collateral or (iii) any losses whatsoever incurred by any person as a result or in connection with a sale failure that has resulted from a failure to recall Securities on Loan in time for settlementCompany. (b) Lender expressly acknowledges Each Shareholder (the "Indemnifying Shareholder") shall indemnify, defend and agrees that Lender’s obligation to indemnify hold harmless the Bank as set out in sections 3.1Company and the other Shareholder and each of their respective past, 6.1 current and 7.1(c) of the Custody Agreement shall remain in full force future Representatives, from and effect and apply, mutatis mutandis, to any Liabilities that may be imposed on, incurred by or asserted against any of the Bank and/or any X.X. Xxxxxx Indemnitees in connection with, or and all Claims arising out of or relating to:‌ (i) any act or any assumption of liability by the provision Indemnifying Shareholder or any of its Representatives done or undertaken, or apparently done or undertaken, on behalf of the Services Company or the other Shareholder, except where such act or assumption of liability is made pursuant to the authority granted under this Rider and/or Agreement, as authorized by the Management Committee, the Operator, the Company or as otherwise agreed in writing; (ii) any instruction(s)breach by such Indemnifying Shareholder of any of its representations or warranties set forth in this Agreement; (iii) any breach by such Indemnifying Shareholder of any covenant contained in this Agreement; (iv) wilful misconduct, act(sfraud or negligence on the part of such Indemnifying Shareholder or any of its Representatives; or (v) and/or omission(ssuch Indemnifying Shareholder's share (equal to its Shareholder's Proportionate Share) of Lender and/or Agent. Bank expressly acknowledges and agrees that Bank’s obligation any amount due to exercise reasonable care, prudence and diligence any Person (a "Third Party") in carrying out all its duties and obligations as set out in section 7.1(a) satisfaction of the Custody Agreement shall remain in full force and effect and apply, mutatis mutandis, to the Services provided by Bank under this Ridera joint debt for which such Shareholder is jointly liable with another Shareholder. (c) Under Notwithstanding Section 4.5(b), in no circumstances will Bank event shall an Indemnifying Shareholder have any liability under that Section to the extent an indemnifiable Claim relates to: (i) the actions of any employee of the Indemnifying Shareholder or any of its Affiliates that is acting under authority granted by this Agreement and acts pursuant to and in accordance with instructions of the Management Committee or the Operator; or (ii) indirect, consequential, special, punitive or other economic damages such as loss of savings or loss of profit, howsoever arising under any theory of law, even if advised of the possibility of such damages, provided that the Indemnifying Shareholder shall be liable to Agent or Lender responsible for any lost profits (whether direct or indirect) or any indirect, incidental, consequential or special such damages of any form incurred if claimed by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to Bank’s performance under this RiderThird Party. (d) In order to satisfy any Liabilities of Lender to Bank arising under or in connection with this Rider and without prejudice to Bank’s rights under Applicable Law, Lender expressly acknowledges and agrees that the Bank’s rights under section 4.3 (“Bank’s Right Over Securities; Set-off”) of the Custody Agreement shall remain in full force and effect and apply mutatis mutandis to the satisfaction and recovery by Bank of any Liabilities and/or any other amounts owed to Bank arising out of or in connection with this Rider.

Liabilities; Indemnification. (a) Bank shall have no responsibility or liability Notwithstanding the other provisions of this Trust Agreement, the Depositor, by entering into this Trust Agreement, agrees to be liable, directly to the injured party, for (i) any breach the entire amount of any obligation by any Borrower under losses, claims, damages or in connection with any Loan and/or Borrowing Agreement or other agreement relating to such Loan or in any other way in respect of any Loan, liabilities (ii) Securities on Loan or collateral held in a collateral account with a third party, other than to provide the Services under this Rider and to act upon any Instructions received under the Custody Agreement to deliver or receive such Securities or Collateral or (iii) any losses whatsoever those incurred by any person a Holder as a result of the performance of the Eligible Treasuries, market fluctuations or other similar market or investment risks associated with ownership of the Up MacroShares) arising out of or based on the arrangement created by this Trust Agreement or the actions of the Depositor taken pursuant hereto or arising from any allegation of infringement of the intellectual property rights of third parties (to the extent that, if the Trust Assets at the time the claim is made were not used to pay in connection with a sale failure that has resulted from a failure full all Outstanding Up MacroShares, the Trust Assets would be used to recall Securities on Loan in time for settlementpay any such losses, claims, damages or liabilities). (b) Lender expressly acknowledges The Depositor shall indemnify and agrees hold harmless the Trustee and its officers, directors, employees and agents from and against any loss, liability, expense, damage or injury (collectively, a "Loss") suffered or sustained by reason of the acts performed or omitted by the Trustee pursuant to this Trust Agreement, including any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any action, proceeding or claim including, without limitation, any action, proceeding or claim relating to or arising from any alleged infringement of intellectual property rights of third parties; provided, however, that Lender’s obligation the Depositor's duty to indemnify the Bank as set out in sections 3.1, 6.1 and 7.1(cunder this Section 9.3(b) of the Custody Agreement shall remain in full force and effect and apply, mutatis mutandis, not extend to any Liabilities Losses (i) for which the Trustee has a right to indemnification under any other provision of this Trust Agreement, or (ii) that may be imposed on, incurred are caused by or asserted against any result from the breach of the Bank and/or any X.X. Xxxxxx Indemnitees in connection withcontract by, or arising out of the provision of fraud, negligence or willful misconduct of, the Services under this Rider and/or any instruction(s)Trustee or its officers, act(s) and/or omission(s) of Lender and/or Agent. Bank expressly acknowledges and agrees that Bank’s obligation to exercise reasonable caredirectors, prudence and diligence in carrying out all its duties and obligations as set out in section 7.1(a) of the Custody Agreement shall remain in full force and effect and apply, mutatis mutandis, to the Services provided by Bank under this Rideremployees or agents. (c) Under no circumstances will Bank be liable to Agent or Lender for any lost profits The Depositor and its members, managers, officers, employees, affiliates (whether direct or indirect) or any indirect, incidental, consequential or special damages of any form incurred by any person or entity, whether or not foreseeable and regardless as such term is defined in Regulation S-X of the type Securities Act) and subsidiaries (each, a "Depositor Indemnified Party") shall be indemnified by the Up Trust and held harmless against any loss, liability or expense incurred hereunder without (1) gross negligence, bad faith, willful misconduct or willful malfeasance on the part of action in which such a claim may be brought, with respect to Bank’s performance under this Rider. (d) In order to satisfy any Liabilities of Lender to Bank arising under or in connection with this Rider and without prejudice to Bank’s rights under Applicable Law, Lender expressly acknowledges and agrees that the Bank’s rights under section 4.3 (“Bank’s Right Over Securities; Set-off”) of the Custody Agreement shall remain in full force and effect and apply mutatis mutandis to the satisfaction and recovery by Bank of any Liabilities and/or any other amounts owed to Bank Depositor Indemnified Party arising out of or in connection with the performance of its obligations hereunder or any actions taken in accordance with the provisions of this RiderTrust Agreement or (2) reckless disregard on the part of such Depositor Indemnified Party of its obligations and duties under this Trust Agreement. Each Depositor Indemnified Party shall also be indemnified by the Up Trust and held harmless against any loss, liability or expense arising under the Income Distribution Agreement, the Settlement Contracts or any Participants Agreement insofar as such loss, liability or expense arises from any untrue statement or alleged untrue statement of a material fact contained in any written statement provided to the Depositor by any of the Calculation Agent, the Administrative Agent and the Trustee. Such indemnity shall include payment from the Up Trust of the costs and expenses incurred by such Depositor Indemnified Party in defending itself against any such indemnified claim or liability.

Liabilities; Indemnification. (a) Bank shall have no responsibility or liability for (i) any breach of any obligation by any Borrower under or in connection with any Loan and/or Borrowing Agreement or other agreement relating to such Loan or in any other way in respect of any Loan, (ii) Securities on Loan or collateral held in a collateral account with a third party, other than to provide the Services under this Rider and to act upon any Instructions received under the Custody Agreement to deliver or receive such Securities or Collateral collateral or (iii) any losses whatsoever incurred by any person as a result or in connection with a sale failure that has resulted from a failure to recall Securities on Loan in time for settlement. (b) Lender expressly acknowledges and agrees that Lender’s obligation to indemnify the Bank as set out in sections 3.1, 6.1 3.1(a) and 7.1(c7.1(d) of the Custody Agreement shall remain in full force and effect and apply, mutatis mutandis, to any Liabilities that may be imposed on, incurred by or asserted against any of the Bank and/or any X.X. Xxxxxx Indemnitees in connection with, or arising out of the provision of the Services under this Rider and/or any instruction(s), act(s) and/or omission(s) of Lender and/or Agent. Bank expressly acknowledges and agrees that Bank’s obligation to exercise reasonable care, prudence and diligence in carrying out all its duties and obligations as set out in section 7.1(a) of the Custody Agreement shall remain in full force and effect and apply, mutatis mutandis, to the Services provided by Bank under this Rider. (c) Under no circumstances will Bank be liable to Agent or Lender for any lost profits (whether direct or indirect) or any indirect, incidental, consequential or special damages of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to Bank’s performance under this Rider. (d) In order to satisfy any Liabilities of Lender to Bank arising under or in connection with this Rider and without prejudice to Bank’s rights under Applicable Law, Lender expressly acknowledges and agrees that the Bank’s rights under section 4.3 (“Bank’s X.X. Xxxxxx’x Right Over Securities; Set-off”) of the Custody Agreement shall remain in full force and effect and apply mutatis mutandis to the satisfaction and recovery by Bank of any Liabilities and/or any other amounts owed to Bank arising out of or in connection with this Rider.

Liabilities; Indemnification. (a) Bank shall have no responsibility or liability Notwithstanding the other provisions of this Trust Agreement, the Depositor, by entering into this Trust Agreement, agrees to be liable, directly to the injured party, for (i) any breach the entire amount of any obligation by any Borrower under loss, liability, expense, damage or in connection with any Loan and/or Borrowing Agreement or other agreement relating to such Loan or in any other way in respect of any Loaninjury (collectively, a "Loss") (ii) Securities on Loan or collateral held in a collateral account with a third party, other than to provide the Services under this Rider and to act upon any Instructions received under the Custody Agreement to deliver or receive such Securities or Collateral or (iii) any losses whatsoever those incurred by any person a Holder as a result of the performance of the Eligible Treasuries, market fluctuations, the level of the Applicable Reference Price of Crude Oil or other similar market or investment risks associated with ownership of the Down MacroShares) arising out of any allegation of infringement of the intellectual property rights of third parties. If the Trust Assets at the time the claim is made were not previously used to pay in connection with a sale failure that has resulted from a failure full all Outstanding Down MacroShares, the Trust Assets would be used to recall Securities on Loan in time for settlementpay any such Loss. (b) Lender expressly acknowledges The Depositor shall indemnify and agrees hold harmless the Trustee and its officers, directors, employees and agents from and against any Loss suffered or sustained by reason of the acts performed or omitted by the Trustee pursuant to this Trust Agreement, including any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any action, proceeding or claim including, without limitation, any action, proceeding or claim relating to or arising from any alleged infringement of intellectual property rights of third parties; provided, however, that Lender’s obligation the Depositor's duty to indemnify the Bank as set out in sections 3.1, 6.1 and 7.1(cunder this Section 9.3(b) of the Custody Agreement shall remain in full force and effect and apply, mutatis mutandis, not extend to any Liabilities Losses (i) for which the Trustee has a right to indemnification under any other provision of this Trust Agreement and for which it and, if applicable, its officers, directors, employees and agents, have, in fact, been indemnified, or (ii) that may be imposed on, incurred are caused by or asserted against any result from the breach of the Bank and/or any X.X. Xxxxxx Indemnitees in connection withcontract by, or arising out of the provision of fraud, gross negligence or willful misconduct of, the Services under this Rider and/or any instruction(s)Trustee or its officers, act(s) and/or omission(s) of Lender and/or Agent. Bank expressly acknowledges and agrees that Bank’s obligation to exercise reasonable caredirectors, prudence and diligence in carrying out all its duties and obligations as set out in section 7.1(a) of the Custody Agreement shall remain in full force and effect and apply, mutatis mutandis, to the Services provided by Bank under this Rideremployees or agents. (c) Under no circumstances will Bank be liable to Agent or Lender for any lost profits The Depositor and its members, managers, officers, employees, affiliates (whether direct or indirect) or any indirect, incidental, consequential or special damages of any form incurred by any person or entity, whether or not foreseeable and regardless as such term is defined in Regulation S-X of the type Securities Act) and subsidiaries (each, a "Depositor Indemnified Party") shall be indemnified by the Down Trust and held harmless against any loss, liability or expense incurred hereunder without (1) gross negligence, bad faith, willful misconduct or willful malfeasance on the part of action in which such a claim may be brought, with respect to Bank’s performance under this Rider. (d) In order to satisfy any Liabilities of Lender to Bank arising under or in connection with this Rider and without prejudice to Bank’s rights under Applicable Law, Lender expressly acknowledges and agrees that the Bank’s rights under section 4.3 (“Bank’s Right Over Securities; Set-off”) of the Custody Agreement shall remain in full force and effect and apply mutatis mutandis to the satisfaction and recovery by Bank of any Liabilities and/or any other amounts owed to Bank Depositor Indemnified Party arising out of or in connection with the performance of its obligations hereunder or any actions taken in accordance with the provisions of this RiderTrust Agreement or (2) reckless disregard on the part of such Depositor Indemnified Party of its obligations and duties under this Trust Agreement. Each Depositor Indemnified Party shall also be indemnified by the Down Trust and held harmless against any loss, liability or expense arising under the Income Distribution Agreement, the Settlement Contracts or any Participants Agreement insofar as such loss, liability or expense arises from any untrue statement or alleged untrue statement of a material fact contained in any written statement provided to the Depositor by any of the Listing Agent, the Administrative Agent and the Trustee. Such indemnity shall include payment from the Down Trust of the costs and expenses incurred by such Depositor Indemnified Party in defending itself against any such indemnified claim or liability.

Liabilities; Indemnification. (a) Bank shall have no responsibility or liability Notwithstanding the other provisions of this Trust Agreement, the Depositor, by entering into this Trust Agreement, agrees to be liable, directly to the injured party, for (i) any breach the entire amount of any obligation by any Borrower under loss, liability, expense, damage or in connection with any Loan and/or Borrowing Agreement or other agreement relating to such Loan or in any other way in respect of any Loaninjury (collectively, a "Loss") (ii) Securities on Loan or collateral held in a collateral account with a third party, other than to provide the Services under this Rider and to act upon any Instructions received under the Custody Agreement to deliver or receive such Securities or Collateral or (iii) any losses whatsoever those incurred by any person a Holder as a result of the performance of the Eligible Treasuries, market fluctuations, the level of the Applicable Reference Price of Crude Oil or other similar market or investment risks associated with ownership of the Down MacroShares) arising out of any allegation of infringement of the intellectual property rights of third parties. If the Trust Assets at the time the claim is made were not previously used to pay in connection with a sale failure that has resulted from a failure full all Outstanding Down MacroShares, the Trust Assets would be used to recall Securities on Loan in time for settlementpay any such losses, claims, damages or liabilities. (b) Lender expressly acknowledges The Depositor shall indemnify and agrees hold harmless the Trustee and its officers, directors, employees and agents from and against any Loss suffered or sustained by reason of the acts performed or omitted by the Trustee pursuant to this Trust Agreement, including any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any action, proceeding or claim including, without limitation, any action, proceeding or claim relating to or arising from any alleged infringement of intellectual property rights of third parties; provided, however, that Lender’s obligation the Depositor's duty to indemnify the Bank as set out in sections 3.1, 6.1 and 7.1(cunder this Section 9.3(b) of the Custody Agreement shall remain in full force and effect and apply, mutatis mutandis, not extend to any Liabilities Losses (i) for which the Trustee has a right to indemnification under any other provision of this Trust Agreement and for which it and, if applicable, its officers, directors, employees and agents, have, in fact, been indemnified, or (ii) that may be imposed on, incurred are caused by or asserted against any result from the breach of the Bank and/or any X.X. Xxxxxx Indemnitees in connection withcontract by, or arising out of the provision of fraud, gross negligence or willful misconduct of, the Services under this Rider and/or any instruction(s)Trustee or its officers, act(s) and/or omission(s) of Lender and/or Agent. Bank expressly acknowledges and agrees that Bank’s obligation to exercise reasonable caredirectors, prudence and diligence in carrying out all its duties and obligations as set out in section 7.1(a) of the Custody Agreement shall remain in full force and effect and apply, mutatis mutandis, to the Services provided by Bank under this Rideremployees or agents. (c) Under no circumstances will Bank be liable to Agent or Lender for any lost profits The Depositor and its members, managers, officers, employees, affiliates (whether direct or indirect) or any indirect, incidental, consequential or special damages of any form incurred by any person or entity, whether or not foreseeable and regardless as such term is defined in Regulation S-X of the type Securities Act) and subsidiaries (each, a "Depositor Indemnified Party") shall be indemnified by the Down Trust and held harmless against any loss, liability or expense incurred hereunder without (1) gross negligence, bad faith, willful misconduct or willful malfeasance on the part of action in which such a claim may be brought, with respect to Bank’s performance under this Rider. (d) In order to satisfy any Liabilities of Lender to Bank arising under or in connection with this Rider and without prejudice to Bank’s rights under Applicable Law, Lender expressly acknowledges and agrees that the Bank’s rights under section 4.3 (“Bank’s Right Over Securities; Set-off”) of the Custody Agreement shall remain in full force and effect and apply mutatis mutandis to the satisfaction and recovery by Bank of any Liabilities and/or any other amounts owed to Bank Depositor Indemnified Party arising out of or in connection with the performance of its obligations hereunder or any actions taken in accordance with the provisions of this RiderTrust Agreement or (2) reckless disregard on the part of such Depositor Indemnified Party of its obligations and duties under this Trust Agreement. Each Depositor Indemnified Party shall also be indemnified by the Down Trust and held harmless against any loss, liability or expense arising under the Income Distribution Agreement, the Settlement Contracts or any Participants Agreement insofar as such loss, liability or expense arises from any untrue statement or alleged untrue statement of a material fact contained in any written statement provided to the Depositor by any of the Calculation Agent, the Administrative Agent and the Trustee. Such indemnity shall include payment from the Down Trust of the costs and expenses incurred by such Depositor Indemnified Party in defending itself against any such indemnified claim or liability.