Common use of Liability of Trustee Clause in Contracts

Liability of Trustee. (a) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments that are specifically required to be furnished to the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements of this Trust Agreement. The Trustee shall give prompt written notice to the Depositor and the Administrative Agent of any material lack of conformity of any such instrument to the applicable provisions of this Trust Agreement. (b) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, however, that: (i) the Trustee shall not be personally liable for an error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted by it in good faith and in accordance with the direction of the Administrative Agent, the Depositor, the Calculation Agent or any Holder relating to the time, place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement. (c) The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against any related risk or liability is not reasonably assured to it. (d) The Trustee shall have no power to vary the corpus of the Down-MACRO Tradeable Trust. (e) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty or agreement in the manner or on the day required under this Trust Agreement, the Trustee shall be obligated, as soon as possible upon knowledge of a Trust Officer of such failure and receipt of appropriate records, if any, to perform such obligation, duty or agreement in the manner required hereunder.

Liability of Trustee. (a) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments that are specifically required to be furnished to the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements of this Trust Agreement. The Trustee shall give prompt written notice to the Depositor and the Administrative Agent of any material lack of conformity of any such instrument to the applicable provisions of this Trust Agreement. (b) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, however, that: (i) the Trustee shall not be personally liable for an error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted by it in good faith and in accordance with the direction of the Administrative Agent, the Depositor, the Calculation Agent or any Holder relating to the time, place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement. (c) The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against any related risk or liability is not reasonably assured to it. (d) The Trustee shall have no power to vary the corpus of the DownUp-MACRO Tradeable Trust. (e) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty or agreement in the manner or on the day required under this Trust Agreement, the Trustee shall be obligated, as soon as possible upon knowledge of a Trust Officer of such failure and receipt of appropriate records, if any, to perform such obligation, duty or agreement in the manner required hereunder.

Liability of Trustee. Except as otherwise provided in this Article II, the Trustee acts solely as trustee hereunder and not in its individual capacity, and all Persons having any claim against the Trustee by reason of the transactions contemplated by this Trust Agreement and any other agreement to which the Trust or any Fund is a party shall look only to the appropriate Fund’s Trust Estate for payment or satisfaction thereof; provided, however, that in no event is the foregoing intended to affect or limit the liability of the Sponsor as set forth in Section 1.7 hereof. The Trustee shall not be liable or accountable hereunder to the Trust or to any other Person or under any other agreement to which the Trust or any Fund is a party, except that the Trustee shall be liable to the Trust and the Shareholders for the Trustee’s own gross negligence or willful misconduct. In particular, but not by way of limitation: (a) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders Trustee shall have no liability or other instruments that are specifically required to be furnished to responsibility for the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements validity or sufficiency of this Trust Agreement. , any agreement contemplated hereunder, or for the form, character, genuineness, sufficiency, value or validity of any Trust Estate or any Shares; (b) The Trustee shall give prompt written notice not be liable for any actions taken or omitted to be taken by it in good faith in accordance with the Depositor and instructions of the Administrative Agent Sponsor or the Liquidating Trustee; (c) The Trustee shall not have any liability for the acts or omissions of the Sponsor or its delegatees, any material lack of conformity of Limited Shareholder, the Liquidating Trustee, or any such instrument other Person; (d) The Trustee shall not have any duty or obligation to supervise or monitor the applicable provisions of performance of, or compliance with this Trust Agreement.Agreement by, the Sponsor or its delegatees or any Participant; (be) No provision of this Trust Agreement shall be construed to relieve require the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, however, that: (i) the Trustee shall not be personally liable for an error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted by it in good faith and in accordance with the direction of the Administrative Agent, the Depositor, the Calculation Agent or any Holder relating to the time, place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement. (c) The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, hereunder if it has the Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against any related such risk or liability is not reasonably assured or provided to it.; (df) The Under no circumstances shall the Trustee shall have no power to vary the corpus be liable for indebtedness evidenced by or other obligations of the Down-MACRO Tradeable Trust. (e) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform Trust or any obligation, duty or agreement in the manner or on the day required Fund arising under this Trust AgreementAgreement or any other agreements to which the Trust or any Fund is a party; and (g) Notwithstanding anything contained herein to the contrary, the Trustee shall not be obligatedrequired to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware, (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence as of the date hereof other than the State of Delaware becoming payable by the Trustee or (iii) subject the Trustee to personal jurisdiction, other than in the State of Delaware, for causes of action arising from personal acts unrelated to the consummation of the transactions by the Trustee, as soon as possible upon knowledge of a Trust Officer of such failure and receipt of appropriate recordsthe case may be, if any, to perform such obligation, duty or agreement in the manner required hereundercontemplated hereby.

Liability of Trustee. Except as otherwise provided in this Article II, in accepting the trust created hereby, Wilmington Trust Company acts solely as Trustee hereunder and not in its individual capacity, and all Persons having any claim against the Trustee by reason of the transactions contemplated by this Trust Agreement and any other agreement to which the Trust is a party shall look only to the Trust Estate in accordance with Section 3.6 hereof for payment or satisfaction thereof; provided, however, that in no event is the foregoing intended to affect or limit the liability of the Managing Owner as set forth in Section 1.7 hereof. The Trustee shall not be liable or accountable hereunder or under any other agreement to which the Trust is a party, except for its own gross negligence or willful misconduct. In particular, but not by way of limitation: (a) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders Trustee shall have no liability or other instruments that are specifically required to be furnished to responsibility for the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements validity or sufficiency of this Trust Agreement. Agreement or for the form, character, genuineness, sufficiency, value or validity of the Trust Estate; (b) The Trustee shall give prompt written notice not be liable for any actions taken or omitted to be taken by it in accordance with the Depositor and instructions of the Administrative Agent Managing Owner; (c) The Trustee shall not have any liability for the acts or omissions of the Managing Owner; (d) The Trustee shall not be liable for its failure to supervise the performance of any material lack obligations of conformity of the Managing Owner, any such instrument to the applicable provisions of this Trust Agreement.commodity broker, selling agent or any Trading Advisor(s); (be) No provision of this Trust Agreement shall be construed to relieve require the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, however, that: (i) the Trustee shall not be personally liable for an error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted by it in good faith and in accordance with the direction of the Administrative Agent, the Depositor, the Calculation Agent or any Holder relating to the time, place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement. (c) The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, hereunder if it has the Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against any related such risk or liability is not reasonably assured or provided to it.; (df) Under no circumstances shall the Trustee be liable for indebtedness evidenced by or other obligations of the Trust arising under this Trust Agreement or any other agreements to which the Trust is a party; (g) The Trustee shall have be under no power obligation to vary the corpus exercise any of the Down-MACRO Tradeable Trust. (e) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty rights or agreement powers vested in the manner or on the day required under it by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or any other agreements to which the Trust is a party, at the request, order or direction of the Managing Owner or any Interestholders unless the Managing Owner or such Interestholders have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Trustee (including, without limitation, the reasonable fees and expenses of its counsel) therein or thereby; and (h) Notwithstanding anything contained herein to the contrary, the Trustee shall not be obligatedrequired to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware, (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence as of the date hereof other than the State of Delaware becoming payable by the Trustee or (iii) subject the Trustee to personal jurisdiction, other than in the State of Delaware, for causes of action arising from personal acts unrelated to the consummation of the transactions by the Trustee, as soon as possible upon knowledge of a Trust Officer of such failure and receipt of appropriate recordsthe case may be, if any, to perform such obligation, duty or agreement in the manner required hereundercontemplated hereby.

Liability of Trustee. (a) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments that are specifically required limited to be furnished its right to the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements of this Trust Agreement. The Trustee shall give prompt written notice to the Depositor and the Administrative Agent of any material lack of conformity of any such instrument to the applicable provisions of this Trust Agreement. (b) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, however, that:indemnity (i) The Trustee enters into this Agreement only in its capacity as trustee of each Trust and in no other capacity (except where the Transaction Documents provide otherwise). Subject to paragraph (iii) below, a liability arising under or in connection with this Agreement or a Trust can be enforced against the Trustee shall not only to the extent to which it can be personally liable for an error satisfied out of judgment made in good faith by a the assets and property of the relevant Trust Officer, unless it is proved that which are available to satisfy the right of the Trustee was grossly negligent to be exonerated or indemnified for the liability. This limitation of the Trustee's liability applies despite any other provision of this Agreement and extends to all liabilities and obligations of the Trustee in ascertaining the pertinent facts; andany way connected with any representation, warranty, conduct, omission, agreement or transaction related to this Agreement or a Trust. (ii) Subject to paragraph (iii) below, no person (including any Relevant Party) may take action against the Trustee in any capacity other than as trustee of the relevant Trust or seek the appointment of a receiver (except under the Security Trust Deed), or a liquidator, an administrator or any similar person to the Trustee or prove in any liquidation, administration or arrangements of or affecting the Trustee. (iii) The provisions of this clause 1.3 shall not be personally liable with respect apply to any action takenobligation or liability of the Trustee to the extent that it is not satisfied because under a Transaction Document or by operation of law there is a reduction in the extent of the Trustee's indemnification or exoneration out of the Assets of the relevant Trust as a result of the Trustee's fraud, suffered negligence, or omitted Default. (iv) It is acknowledged that the Relevant Parties are responsible under this Agreement or the other Transaction Documents for performing a variety of obligations relating to each Trust. No act or omission of the Trustee (including any related failure to satisfy its obligations under this Agreement) will be considered fraud, negligence or Default of the Trustee for the purpose of paragraph (iii) above to the extent to which the act or omission was caused or contributed to by it in good faith and any failure by any Relevant Party or any person who has been delegated or appointed by the Trustee in accordance with the direction Transaction Documents to fulfil its obligations relating to a Trust or by any other act or omission of a Relevant Party or any such person. (v) must ensure that no attorney, agent, delegate, receiver or receiver and manager appointed by it in accordance with this Agreement or any other Transaction Documents has authority to act on behalf of the Administrative Trustee in a way which exposes the Trustee to any personal liability and no act or omission of any such person will be considered fraud, negligence, or Default of the Trustee for the purpose of paragraph (iii) above. (vi) In this clause, Relevant Parties means each of the Manager, the Servicer, the Custodian, the Calculation Agent, each Paying Agent, the Depositor, Note Trustee and the Calculation Agent or provider of any Holder relating to the time, place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust AgreementSupport Facility. (cvii) The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability Nothing in this clause limits the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against any related risk or liability is not reasonably assured to it. (d) The Trustee shall have no power to vary the corpus of the Down-MACRO Tradeable Trust. (e) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty or agreement in the manner or obligations expressly imposed on the day required Trustee under this Trust Agreement, the Trustee shall be obligated, as soon as possible upon knowledge of a Trust Officer of such failure and receipt of appropriate records, if any, to perform such obligation, duty or agreement in the manner required hereunderTransaction Documents.

Liability of Trustee. (a) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments that are specifically required limited to be furnished its right to the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements of this Trust Agreement. The Trustee shall give prompt written notice to the Depositor and the Administrative Agent of any material lack of conformity of any such instrument to the applicable provisions of this Trust Agreement. (b) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, however, that:indemnity (i) The Trustee enters into this Agreement only in its capacity as trustee of each Trust and in no other capacity (except where the Transaction Documents provide otherwise). Subject to paragraph (iii) below, a liability arising under or in connection with this Agreement or a Trust can be enforced against the Trustee shall not only to the extent to which it can be personally liable for an error satisfied out of judgment made in good faith by a the assets and property of the relevant Trust Officer, unless it is proved that which are available to satisfy the right of the Trustee was grossly negligent to be exonerated or indemnified for the liability. This limitation of the Trustee's liability applies despite any other provision of this Agreement and extends to all liabilities and obligations of the Trustee in ascertaining the pertinent facts; andany way connected with any representation, warranty, conduct, omission, agreement or transaction related to this Agreement or a Trust. (ii) Subject to paragraph (iii) below, no person (including any Relevant Party) may take action against the Trustee in any capacity other than as trustee of the relevant Trust or seek the appointment of a receiver (except under the Security Trust Deed), or a liquidator, an administrator or any similar person to the Trustee or prove in any liquidation, administration or arrangements of or affecting the Trustee. (iii) The provisions of this clause 1.3 shall not be personally liable with respect apply to any action takenobligation or liability of the Trustee to the extent that it is not satisfied because under a Transaction Document or by operation of law there is a reduction in the extent of the Trustee's indemnification or exoneration out of the Assets of the relevant Trust as a result of the Trustee's fraud, suffered negligence, or omitted Default. (iv) It is acknowledged that the Relevant Parties are responsible under this Agreement or the other Transaction Documents for performing a variety of obligations relating to the Trust. No act or omission of the Trustee (including any related failure to satisfy its obligations under this Agreement) will be considered fraud, negligence or Default of the Trustee for the purpose of paragraph (iii) above to the extent to which the act or omission was caused or contributed to by it in good faith and any failure by any Relevant Party or any person who has been delegated or appointed by the Trustee in accordance with the direction Transaction Documents to fulfil its obligations relating to a Trust or by any other act or omission of a Relevant Party or any such person. ------------------------------------------------------------------------------ Page (5) Custodian Agreement Xxxxx Xxxxx & Xxxxxxx ------------------------------------------------------------------------------ (v) In exercising their powers under the Transaction Documents, each of the Administrative Trustee, the Security Trustee and the Noteholders must ensure that no attorney, agent, delegate, receiver or receiver and manager appointed by it in accordance with this Agreement or any other Transaction Documents has authority to act on behalf of the Trustee in a way which exposes the Trustee to any personal liability and no act or omission of any such person will be considered fraud, negligence, or Default of the Trustee for the purpose of paragraph (iii) above. (vi) In this clause, Relevant Parties means each of the Manager, the Servicer, the Custodian, the Calculation Agent, each Paying Agent, the Depositor, Note Trustee and the Calculation Agent or provider of any Holder relating to the time, place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust AgreementSupport Facility. (cvii) The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability Nothing in this clause limits the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against any related risk or liability is not reasonably assured to it. (d) The Trustee shall have no power to vary the corpus of the Down-MACRO Tradeable Trust. (e) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty or agreement in the manner or obligations expressly imposed on the day required Trustee under this Trust Agreement, the Trustee shall be obligated, as soon as possible upon knowledge of a Trust Officer of such failure and receipt of appropriate records, if any, to perform such obligation, duty or agreement in the manner required hereunderTransaction Documents.

Liability of Trustee. (a) The Trustee, upon receipt limited to its rights of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments that are specifically required to be furnished to the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements of this Trust Agreement. The Trustee shall give prompt written notice to the Depositor and the Administrative Agent of any material lack of conformity of any such instrument to the applicable provisions of this Trust Agreement. (b) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, however, that:indemnity (i) The Trustee enters into this Supplementary Terms Notice only in its capacity as trustee of the Warehouse Trust and in no other capacity (except where this Supplementary Terms Notice provides otherwise). Subject to paragraph (iii) below, a liability arising under or in connection with this Supplementary Terms Notice or the Warehouse Trust can be enforced against the Trustee shall not only to the extent to which it can be personally liable for an error satisfied out of judgment made in good faith by a the assets and property of the Warehouse Trust Officer, unless it is proved that which are available to satisfy the right of the Trustee was grossly negligent to be exonerated or indemnified for the liability. This limitation of the Trustee's liability applies despite any other provision of this Supplementary Terms Notice and extends to all liabilities and obligations of the Trustee in ascertaining any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this Supplementary Terms Notice or the pertinent facts; andWarehouse Trust. (ii) Subject to paragraph (iii) below, no person (including any Relevant Party) may take action against the Trustee in any capacity other than as trustee of the Warehouse Trust or seek the appointment of a receiver (except under the Security Trust Deed), or a liquidator, an administrator or any similar person to the Trustee or prove in any liquidation, administration or arrangements of or affecting the Trustee. (iii) The provisions of this clause 3.3 shall not be personally liable with respect apply to any action takenobligation or liability of the Trustee to the extent that it is not satisfied because under a Transaction Document or by operation of law there is a reduction in the extent of the Trustee's indemnification or exoneration out of the assets of the Warehouse Trust, suffered as a result of the Trustee's fraud, negligence, or omitted Default. (iv) It is acknowledged that the Relevant Parties are responsible under this Deed or the other Transaction Documents for performing a variety of obligations relating to the Warehouse Trust. No act or omission of the Trustee (including any related failure to satisfy its obligations under the Transaction Documents) will be considered fraud, negligence or Default of the Trustee for the purpose of paragraph (iii) above to the extent to which the act or omission was caused or contributed to by it in good faith and any failure by any Relevant Party or any person who has been delegated or appointed by the Trustee in accordance with the direction Transaction Documents to fulfil its obligations relating to the Warehouse Trust or by any other act or omission of a Relevant Party or any such person. (v) In exercising their powers under the Transaction Documents, the each of Trustee, the Security Trustee and the Noteholders must ensure that no attorney, agent, delegate, receiver or receiver and manager appointed by it in accordance with this Deed has Master Trust Xxxx Xxxxx Xxxxx & Xxxxxxx -------------------------------------------------------------------------------- authority to act on behalf of the Administrative Trustee in a way which exposes the Trustee to any personal liability and no act or omission of any such person will be considered fraud, negligence, or Default of the Trustee for the purpose of paragraph (iii) above. (vi) In this clause, Relevant Parties means each of the Manager, the Servicer, the Calculation Agent, each Paying Agent, the Depositor, the Calculation Agent or Note Trustee and any Holder relating to the time, place or method provider of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreementa Support Facility. (cvii) The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability Nothing in this clause limits the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against any related risk or liability is not reasonably assured to it. (d) The Trustee shall have no power to vary the corpus of the Down-MACRO Tradeable Trust. (e) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty or agreement in the manner or obligations expressly imposed on the day required Trustee under this Trust Agreement, the Trustee shall be obligated, as soon as possible upon knowledge of a Trust Officer of such failure and receipt of appropriate records, if any, to perform such obligation, duty or agreement in the manner required hereunderTransaction Documents.

Liability of Trustee. (a) The TrusteeTrustee shall not be liable for the acts or omissions of the Sponsor, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments that are specifically required to be furnished to nor shall the Trustee pursuant to any provision hereofbe liable for supervising or monitoring the performance and the duties and obligations of the Sponsor or the Trust under this Declaration of Trust, shall examine them to determine whether they conform on their face to the requirements of this Trust Agreementexcept as otherwise set forth herein. The Trustee shall give prompt written notice to the Depositor and the Administrative Agent of not be liable under any material lack of conformity of any such instrument to the applicable provisions of this Trust Agreement. (b) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability circumstances, except for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard a breach of its duties hereunder obligations pursuant to this Declaration of Trust or its own willful misconduct; provided, howeverbad faith or gross negligence. In particular, thatbut not by way of limitation: (i) the Trustee shall not be personally liable for an any error of judgment made in good faith by a Trust Officerfaith, unless it is proved that except to the Trustee was grossly negligent in ascertaining the pertinent facts; andextent such error of judgment constitutes gross negligence on its part; (ii) no provision in this Declaration of Trust shall require the Trustee shall not be personally liable with respect to any action taken, suffered or omitted by it in good faith and in accordance with the direction of the Administrative Agent, the Depositor, the Calculation Agent or any Holder relating to the time, place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement. (c) The Trustee shall not be required to expend or risk its own personal funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if it has the Trustee shall have reasonable grounds for believing that repayment the payment of such funds or adequate indemnity against any related such risk or liability is not reasonably assured or provided to it.; (diii) under no circumstances shall the Trustee be liable for any representation, warranty, covenant, agreement, or indebtedness of the Trust; (iv) the Trustee shall not be personally responsible for or in respect of the validity or sufficiency of this Declaration of Trust or for the due execution hereof by the Sponsor; (v) the Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. The Trustee shall have no power to vary the corpus may accept a certified copy of a resolution of the Down-MACRO Tradeable Trust. (e) In the event board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the Transfer Agent same is in full force and Registrar (if not also the Trustee) fails effect. As to perform any obligation, duty fact or agreement in matter the manner or on the day required under this Trust Agreementof ascertainment of which is not specifically prescribed herein, the Trustee shall be obligatedmay for all purposes hereof rely on a certificate, signed by the Sponsor, as soon as possible upon knowledge to such fact or matter, and such certificate shall constitute full protection to the Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon; (vi) in the exercise or administration of a Trust Officer the trust hereunder, the Trustee (a) may act directly or through agents or attorneys pursuant to agreements entered into with any of them, and the Trustee shall not be liable for the default or misconduct of such failure agents or attorneys if such agents or attorneys shall have been selected by the Trustee in good faith and receipt with due care; and (b) may consult with counsel, accountants and other skilled persons to be selected by it in good faith and with due care and employed by it, and it shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of appropriate recordsany such counsel, if anyaccountants or other skilled persons; (vii) except as expressly provided in this Section 3.04, in accepting and performing the Trust hereby created, the Trustee acts solely as Trustee hereunder and not in its individual capacity, and all persons having any claim against the Trustee by reason of the transactions contemplated by this Declaration of Trust shall look only to perform such obligationthe Trust’s property for payment or satisfaction thereof; (viii) the Trustee shall not be liable for punitive, duty exemplary, consequential, special or agreement in other similar damages for a breach of this Declaration of Trust under any circumstances; (ix) the manner required Trustee shall not be obligated to give any bond or other security for the performance of any of its duties hereunder.

Liability of Trustee. Except as otherwise provided in this Article III, the Trustee acts solely as trustee hereunder and not in its individual capacity, and all Persons having any claim against the Trustee by reason of the transactions contemplated by this Trust Agreement and any other agreement to which the Trust or any Fund is a party shall look only to the appropriate Fund’s Trust Estate for payment or satisfaction thereof; provided, however, that in no event is the foregoing intended to affect or limit the liability of the Sponsor as set forth in Section 2.6 hereof. The Trustee shall not be liable or accountable hereunder to the Trust or to any other person or under any other agreement to which the Trust is a party, except for the Trustee’s own gross negligence or willful misconduct. In particular, but not by way of limitation: (a) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders Trustee shall have no liability or other instruments that are specifically required to be furnished to responsibility for the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements validity or sufficiency of this Trust Agreement. , any agreement contemplated hereunder, or for the form, character, genuineness, sufficiency, value or validity of any Trust Estate or any Units; (b) The Trustee shall give prompt written notice not be liable for any actions taken or omitted to be taken by it in good faith in accordance with the Depositor and instructions of the Administrative Agent Sponsor; (c) The Trustee shall not have any liability for the acts or omissions of the Sponsor or its delegatees, any material lack of conformity of beneficial owners or any such instrument other person; (d) The Trustee shall not have any duty or obligation to supervise or monitor the applicable provisions of performance of, or compliance with this Trust AgreementAgreement by, the Sponsor or its delegatees or any beneficial owner of the Trust. (be) No provision of this Trust Agreement shall be construed to relieve require the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder act or its own willful misconduct; provided, however, that: (i) the Trustee shall not be personally liable for an error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted by it in good faith and in accordance with the direction of the Administrative Agent, the Depositor, the Calculation Agent or any Holder relating to the time, place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement. (c) The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, hereunder if it has the Trustee shall have reasonable grounds for believing that such action, repayment of such funds or adequate indemnity against any related such risk or liability is not reasonably assured or provided to it.; (df) The Under no circumstances shall the Trustee shall have no power to vary the corpus be liable for indebtedness evidenced by or other obligations of the Down-MACRO Tradeable Trust. (e) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty or agreement in the manner or on the day required Trust arising under this Trust AgreementAgreement or any Fund other agreements to which the Trust or any Fund is a party; and (g) Notwithstanding anything contained herein to the contrary, the Trustee shall not be obligatedrequired to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware, (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence as of the date hereof other than the State of Delaware becoming payable by the Trustee or (iii) subject the Trustee to personal jurisdiction, other than in the State of Delaware, for causes of action arising from personal acts unrelated to the consummation of the transactions by the Trustee, as soon as possible upon knowledge of a Trust Officer of such failure and receipt of appropriate recordsthe case may be, if any, to perform such obligation, duty or agreement in the manner required hereundercontemplated hereby.

Liability of Trustee. (a) The TrusteeTrustee shall have no liability or responsibility for, and make no warranties in connection with, the validity or enforceability of any of the Loan Documents or the description, value or status of title to the Property. Trustee shall be protected in acting upon receipt of all resolutionsany notice, certificatesrequest, statementsconsent, opinionsdemand, reportsstatement, documents, orders note or other instruments that are specifically required paper or document believed by Trustee to be furnished genuine and to have been signed by the party or parties purporting to sign the same. Trustee pursuant to shall not be liable for any provision hereoferror of judgment, nor for any act done or step taken or omitted, nor for any mistakes of law or fact, nor for anything which Trustee may do or refrain from doing in good faith, nor generally shall examine them to determine whether they conform on their face to the requirements of this Trust AgreementTrustee have any accountability hereunder except for willful misconduct or gross negligence. The powers and duties of Trustee hereunder may be exercised through such attorneys, agents or servants as Trustee may in good faith and reasonably appoint, and Trustee shall give prompt written notice to the Depositor and the Administrative Agent of have no liability or responsibility for any material lack of conformity of any such instrument to the applicable provisions of this Trust Agreement. (b) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent actionact, its own negligent failure to act, its own bad faithnegligence or willful conduct of such attorney, its own reckless disregard of its duties hereunder agent or its own willful misconduct; providedservant, howeverso long as the selection was made with reasonable care. In addition, that: (i) the Trustee may consult with legal counsel selected by Trustee, and Trustee shall not be personally liable for an error have no liability or responsibility by reason of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the Trustee shall not be personally liable with respect any act or failure to any action taken, suffered or omitted by it in good faith and act in accordance with the direction opinions of such counsel. To the extent permitted by applicable Laws, Trustee may act hereunder and may sell or otherwise dispose of the Administrative Agent, the Depositor, the Calculation Agent Property or any Holder relating to the timepart thereof as herein provided, place although Trustee has been, may now be or method may hereafter be, an attorney, officer, agent or employee of conducting Beneficiary, in respect of any proceeding for any remedy available to the matter or business whatsoever. Trustee, or exercising any trust or power conferred upon the Trusteehowever, under this Trust Agreement. (c) The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against any related risk or liability is not reasonably assured to it. (d) The Trustee shall have no power obligation to vary the corpus sell all or any part of the Down-MACRO Tradeable TrustProperty following an Event of Default or to take any other action authorized to be taken by Trustee hereunder except upon the demand of Beneficiary. (e) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty or agreement in the manner or on the day required under this Trust Agreement, the Trustee shall be obligated, as soon as possible upon knowledge of a Trust Officer of such failure and receipt of appropriate records, if any, to perform such obligation, duty or agreement in the manner required hereunder.

Liability of Trustee. (a) The TrusteeTrustee shall have no liability or responsibility for, and make no warranties in connection with, the validity or enforceability of any of the Loan Documents or the description, value or status of title to the Property. Trustee shall be protected in acting upon receipt of all resolutionsany notice, certificatesrequest, statementsconsent, opinionsdemand, reportsstatement, documents, orders note or other instruments that are specifically required paper or document believed by Trustee to be furnished genuine and to have been signed by the party or parties purporting to sign the same. Trustee pursuant to shall not be liable for any provision hereoferror of judgment, nor for any act done or step taken or omitted, nor for any mistakes of Law or fact, nor for anything which Trustee may do or refrain from doing in good faith, nor generally shall examine them to determine whether they conform on their face to the requirements of this Trust AgreementTrustee have any accountability hereunder except for willful misconduct or gross negligence. The powers and duties of Trustee hereunder may be exercised through such attorneys, agents or servants as Trustee may in good faith and reasonably appoint, and Trustee shall give prompt written notice to the Depositor and the Administrative Agent of have no liability or responsibility for any material lack of conformity of any such instrument to the applicable provisions of this Trust Agreement. (b) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent actionact, its own negligent failure to act, its own bad faithnegligence or willful conduct of such attorney, its own reckless disregard of its duties hereunder agent or its own willful misconduct; providedservant, howeverso long as the selection was made with reasonable care. In addition, that: (i) the Trustee may consult with legal counsel selected by Trustee, and Trustee shall not be personally liable for an error have no liability or responsibility by reason of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the Trustee shall not be personally liable with respect any act or failure to any action taken, suffered or omitted by it in good faith and act in accordance with the direction opinions of such counsel. To the extent permitted by applicable Laws, Trustee may act hereunder and may sell or otherwise dispose of the Administrative Agent, the Depositor, the Calculation Agent Property or any Holder relating to the timepart thereof as herein provided, place although Trustee has been, may now be or method may hereafter be, an attorney, officer, agent or employee of conducting Beneficiary, in respect of any proceeding for any remedy available to the matter or business whatsoever. Trustee, or exercising any trust or power conferred upon the Trusteehowever, under this Trust Agreement. (c) The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against any related risk or liability is not reasonably assured to it. (d) The Trustee shall have no power obligation to vary the corpus sell all or any part of the Down-MACRO Tradeable TrustProperty following an Event of Default or to take any other action authorized to be taken by Trustee hereunder except upon the demand of Beneficiary. (e) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty or agreement in the manner or on the day required under this Trust Agreement, the Trustee shall be obligated, as soon as possible upon knowledge of a Trust Officer of such failure and receipt of appropriate records, if any, to perform such obligation, duty or agreement in the manner required hereunder.

Liability of Trustee. Except as otherwise provided in this Article III, in accepting the trust continued hereby, Wilmington Trust Company acts solely as Trustee hereunder and not in its individual capacity, and all Persons having any claim against Wilmington Trust Company by reason of the transactions contemplated by this Trust Agreement and any other agreement to which the Trust or any Fund is a party shall look only to the appropriate Fund Trust Estate for payment or satisfaction thereof. In particular, but not by way of limitation: (a) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders Trustee shall have no liability or other instruments that are specifically required to be furnished to responsibility for the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements validity or sufficiency of this Trust Agreement. The Trustee shall give prompt written notice to Agreement or for the Depositor and the Administrative Agent form, character, genuineness, sufficiency, value or validity of any material lack of conformity of any such instrument to Trust Estate or the applicable provisions of this Trust AgreementShares. (b) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, however, that: (i) the The Trustee shall not be personally liable for an error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the Trustee shall not be personally liable with respect to any action taken, suffered actions taken or omitted to be taken by it in good faith and in accordance with the direction instructions of the Administrative Agent, the Depositor, the Calculation Agent or any Holder relating to the time, place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust AgreementSponsor. (c) The Trustee shall not be required have any liability for the acts or omissions of the Sponsor. (d) The Trustee shall not have any duty or obligation to supervise the performance of any obligations of the Sponsor. (e) No provision of this Trust Agreement shall require the Trustee to act or expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, hereunder if it has the Trustee shall have reasonable grounds for believing that such action, repayment of such funds or adequate indemnity against any related such risk or liability is not reasonably assured or provided to it. (df) Under no circumstances shall the Trustee be liable for indebtedness evidenced by or other obligations of the Trust or any Fund arising under this Trust Agreement or any other agreements to which the Trust is a party. (g) The Trustee shall have be under no power obligation to vary the corpus exercise any of the Down-MACRO Tradeable Trustrights or powers vested in it by this Trust Agreement, or to appear in, institute, conduct or defend any action or litigation under this Trust Agreement or any other agreements to which the Trust or any Fund is a party, at the request, order or direction of the Sponsor or any Shareholders unless the Sponsor or such Shareholders have offered to Wilmington Trust Company (in its capacity as Trustee and individually) security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by Wilmington Trust Company (including, without limitation, the reasonable fees and expenses of its counsel) therein or thereby. (eh) In The Trustee shall not be required to take any action hereunder or otherwise if the event Trustee shall have reasonably determined, or shall have been advised by counsel, that the Transfer Agent and Registrar (if not also the Trustee) fails such action is likely to perform any obligation, duty or agreement result in the manner or liability on the day part of the Trustee or is contrary to the terms hereof or is otherwise contrary to law. (i) Whenever the Trustee is unable to decide between alternative courses of action permitted or required under by the terms of this Trust Agreement, or is unsure as to the application, intent, interpretation or meaning of any provision of this Trust Agreement, the Trustee shall promptly give notice (in such form as shall be obligatedappropriate under the circumstances) to the Sponsor requesting instruction as to the course of action to be adopted, as soon as possible upon knowledge of a Trust Officer and, to the extent the Trustee acts in good faith in accordance with any such instruction received, the Trustee shall not be liable on account of such failure action to any Person. If the Trustee shall not have received appropriate instructions within ten calendar days of sending such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action which is consistent, in its view, with this Trust Agreement, and receipt of appropriate records, if any, the Trustee shall have no liability to perform any Person for any such obligation, duty action or agreement in the manner required hereunderinaction. (j) The Trustee shall have no liability whatsoever to any Person except for its own willful misconduct or gross negligence.

Liability of Trustee. (a) The TrusteeExcept as otherwise provided in this Article III, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments that are specifically required to be furnished to the Trustee pursuant to acts solely as trustee hereunder and not in its individual capacity, and all Persons having any provision hereof, shall examine them to determine whether they conform on their face to claim against the requirements Trustee by reason of this Trust Agreement. The Trustee shall give prompt written notice to the Depositor and the Administrative Agent of any material lack of conformity of any such instrument to the applicable provisions of this Trust Agreement. (b) No provision of transactions contemplated by this Trust Agreement and any other agreement to which the Trust or any Fund is a party shall be construed look only to relieve the Trustee from liability appropriate Fund’s Trust Estate for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder payment or its own willful misconductsatisfaction thereof; provided, however, that: (i) that in no event is the foregoing intended to affect or limit the liability of the Sponsor as set forth in Section 2.6 hereof. The Trustee shall not be personally liable or accountable hereunder to the Trust or to any other person or under any other agreement to which the Trust is a party, except for an error the Trustee’s own gross negligence or willful misconduct. In particular, but not by way of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; andlimitation: (iia) The Trustee shall have no liability or responsibility for the validity or sufficiency of this Trust Agreement, any agreement contemplated hereunder, or for the form, character, genuineness, sufficiency, value or validity of any Trust Estate or any units; (b) The Trustee shall not be personally liable with respect to for any action taken, suffered actions taken or omitted to be taken by it in good faith and in accordance with the direction instructions of the Administrative Agent, the Depositor, the Calculation Agent or any Holder relating to the time, place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement.Sponsor; (c) The Trustee shall not be required have any liability for the acts or omissions of the Sponsor or its delegatees, any beneficial owners or any other person; (d) The Trustee shall not have any duty or obligation to supervise or monitor the performance of, or compliance with this Trust Agreement by, the Sponsor or its delegatees or any beneficial owner of the Trust. No provision of this Trust Agreement shall require the Trustee to act or expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, hereunder if it has the Trustee shall have reasonable grounds for believing that such action, repayment of such funds or adequate indemnity against any related such risk or liability is not reasonably assured or provided to it. (d) The Trustee shall have no power to vary the corpus of the Down-MACRO Tradeable Trust.; (e) In Under no circumstances shall the event that Trustee be liable for indebtedness evidenced by or other obligations of the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty or agreement in the manner or on the day required Trust arising under this Trust AgreementAgreement or any Fund other agreements to which the Trust or any Fund is a party; and (f) Notwithstanding anything contained herein to the contrary, the Trustee shall not be obligatedrequired to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware, (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence as of the date hereof other than the State of Delaware becoming payable by the Trustee or (iii) subject the Trustee to personal jurisdiction, other than in the State of Delaware, for causes of action arising from personal acts unrelated to the consummation of the transactions by the Trustee, as soon as possible upon knowledge of a Trust Officer of such failure and receipt of appropriate recordsthe case may be, if any, to perform such obligation, duty or agreement in the manner required hereundercontemplated hereby.

Liability of Trustee. Except as otherwise provided in this Article II, in accepting the trust continued hereby, Wilmington Trust, N.A. acts solely as trustee hereunder and not in its individual capacity, and all Persons having any claim against Wilmington Trust, N.A. by reason of the transactions contemplated by this Trust Agreement and any other agreement to which the Trust is a party shall look only to the appropriate Fund’s Trust Estate for payment or satisfaction thereof. The Trustee shall not be liable or accountable hereunder to the Trust or to any other Person or under any other agreement to which the Trust is a party, except for the Trustee’s own gross negligence, bad faith or willful misconduct. In particular, but not by way of limitation: (a) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders Trustee shall have no liability or other instruments that are specifically required to be furnished to responsibility for the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements validity or sufficiency of this Trust Agreement. The Trustee shall give prompt written notice to Agreement or for the Depositor and the Administrative Agent form, character, genuineness, sufficiency, value or validity of any material lack of conformity of any such instrument to the applicable provisions of this Trust AgreementEstate. (b) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, however, that: (i) the The Trustee shall not be personally liable for an error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the Trustee shall not be personally liable with respect to any action taken, suffered actions taken or omitted to be taken by it in good faith and in accordance with the direction instructions of the Administrative Agent, the Depositor, the Calculation Agent or any Holder relating to the time, place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust AgreementSponsor. (c) The Trustee shall not be required have any liability for the acts or omissions of the Sponsor or its delegatees. (d) The Trustee shall not have any duty, obligation or responsibility to, or liability for its failure to, supervise the performance of any duties, obligations or responsibilities of the Sponsor or its delegates, any Authorized Participant or any other Person. (e) No provision of this Trust Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial risk or liability in the performance of any of its duties rights, powers, duties, obligations or responsibilities hereunder or in if the exercise of any of its rights or powers hereunder, if it has Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against any related such risk or liability is not reasonably assured or provided to it. (df) Under no circumstances shall the Trustee be liable for indebtedness evidenced by, or other obligations or liabilities of the Trust or any Fund arising under, this Trust Agreement or any other agreements to which the Trust is a party. (g) The Trustee shall have be under no power obligation to vary the corpus exercise any of the Down-MACRO Tradeable rights or powers vested in it by this Trust Agreement, or to appear in, institute, conduct or defend any action or litigation under this Trust Agreement or any other agreements to which the Trust is a party, at the request, order or direction of the Sponsor unless the Sponsor has offered to Wilmington Trust, N.A. (in its capacity as trustee and individually) security or indemnity satisfactory to it against the Expenses that may be incurred by Wilmington Trust, N.A. (in its individual capacity as trustee and individually) therein or thereby. (eh) The Trustee shall not be required to take any action hereunder or otherwise if the Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Trustee or is contrary to the terms hereof or is otherwise contrary to law. (i) Notwithstanding anything contained herein to the contrary, the Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will require the consent, approval, authorization or order of, or the giving of notice to, or the registration with or taking of any action with respect to, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence as of the date hereof other than the State of Delaware becoming payable by the Trustee; or subject the Trustee to personal jurisdiction, other than in the State of Delaware, for causes of action arising from personal acts unrelated to the consummation of the transactions contemplated hereby by the Trustee. (j) To the extent that the Trustee has duties (at law (statutory or common) or in equity), implied or otherwise (including fiduciary duties), or obligations, liabilities or responsibilities to the Trust, the Sponsor, any Fund, any Shareholder or any other Person with respect to the business and affairs of the Trust or any Fund, the Trustee acting under this Trust Agreement shall not be liable to the Trust, the Sponsor, such Fund or such other Person for its good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties (at law (statutory or common) or in equity), implied or otherwise (including fiduciary duties), or obligations, liabilities or responsibilities, of the Trustee otherwise existing, are agreed by the parties hereto to replace such other duties, obligations, liabilities and responsibilities of the Trustee. (k) The Trustee shall incur no liability if, by reason of any provision of any present or future law (statutory or common) or regulation thereunder, or by any force majeure event, including but not limited to natural disaster, war or other circumstances beyond its reasonable control, the Trustee shall be prevented or forbidden from doing or performing any act or thing which the terms of this Trust Agreement provide shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in this Trust Agreement. (l) In no event shall the event Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (m) In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (collectively, “Applicable Regulations”), the Trustee, is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Trustee. Accordingly, each of the parties agrees to provide the Trustee, upon its request from time to time, such identifying information and documentation as may be necessary in order to enable the Trustee to comply with such Applicable Regulations. It is expressly agreed that the Transfer Agent and Registrar (if not also the Trustee) fails Trustee shall have no duty to perform any obligationservices hereunder for, duty on behalf of or agreement for the benefit of, any Person not having furnished such information as the Trustee, in its sole and absolute discretion, determines to be necessary to comply with the manner Applicable Regulations. (n) Whenever the Trustee is in good faith unable to decide between alternative courses of action permitted or on required by the day required under terms of this Trust Agreement or any written instruction delivered pursuant to the terms hereof, or is unsure as to the application, intent, interpretation or meaning of any provision of this Trust Agreement, the Trustee shall promptly give notice (in such form as shall be obligatedappropriate under the circumstances) to the Sponsor requesting instruction as to the course of action to be adopted and, as soon as possible upon knowledge of a Trust Officer to the extent an instruction from the Sponsor is provided to the Trustee and the Trustee acts in good faith in accordance with such instruction received, the Trustee shall not be liable on account of such failure action to any Person. If the Trustee shall not have received appropriate instructions within ten (10) days of sending such notice (or within such shorter period of time as reasonably may be specified in such notice to be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action which is consistent, in its view, with this Trust Agreement, and receipt the Trustee shall have no liability to any Person for any such action or inaction. The provisions of appropriate records, if any, to perform such obligation, duty this Section 2.6 shall survive resignation or agreement in removal of the manner required hereunderTrustee and the termination of this Trust Agreement.

Liability of Trustee. Except as otherwise provided in this Article II, in accepting the trust created hereby, Wilmington Trust Company acts solely as Trustee hereunder and not in its individual capacity, and all Persons having any claim against Wilmington Trust Company by reason of the transactions contemplated by this Trust Agreement and any other agreement to which the Trust is a party shall look only to the Trust Estate for payment or satisfaction thereof. The Trustee shall not be liable or accountable hereunder to the Trust or to any other Person or under any other agreement to which the Trust is a party, except for the Trustee’s own fraud, gross negligence, bad faith or willful misconduct. In particular, but not by way of limitation: (a) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders Trustee shall have no liability or other instruments that are specifically required to be furnished to responsibility for the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements validity or sufficiency of this Trust Agreement. Agreement or for the form, character, genuineness, sufficiency, value or validity of the Trust Estate; (b) The Trustee shall give prompt written notice not be liable for any actions taken or omitted to be taken by it in accordance with the Depositor and instructions of the Administrative Agent Managing Owner or the Liquidating Trustee; (c) The Trustee shall not have any liability for the acts or omissions of the Managing Owner or its delegatees; (d) The Trustee shall have no duty or obligation to supervise the performance of any material lack obligations of conformity of the Managing Owner or its delegatees or any such instrument to the applicable provisions of this Trust Agreement.Participant or Commodity Broker; (be) No provision of this Trust Agreement shall be construed to relieve require the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder act or its own willful misconduct; provided, however, that: (i) the Trustee shall not be personally liable for an error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted by it in good faith and in accordance with the direction of the Administrative Agent, the Depositor, the Calculation Agent or any Holder relating to the time, place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement. (c) The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against any related risk or liability is not reasonably assured to it.; (df) Under no circumstances shall the Trustee be liable for indebtedness evidenced by or other obligations of the Trust arising under this Trust Agreement or any other agreements to which the Trust is a party; (g) The Trustee shall have be under no power obligation to vary the corpus exercise any of the Down-MACRO Tradeable Trust. (e) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty rights or agreement powers vested in the manner or on the day required under it by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or any other agreements to which the Trust is a party, at the request, order or direction of the Managing Owner or any Unitholders unless the Managing Owner or such Unitholders have offered to Wilmington Trust Company (in its capacity as Trustee and individually) security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by Wilmington Trust Company (including, without limitation, the reasonable fees and expenses of its counsel) therein or thereby; (h) Notwithstanding anything contained herein to the contrary, the Trustee shall not be obligatedrequired to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware, (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence as of the date hereof other than the State of Delaware becoming payable by the Trustee or (iii) subject the Trustee to personal jurisdiction, other than in the State of Delaware, for causes of action arising from personal acts unrelated to the consummation of the transactions by the Trustee, as soon as possible upon knowledge the case may be, contemplated hereby; and (i) To the extent that, at law or in equity, the Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust, the Unitholders or to any other Person, the Trustee acting under this Trust Agreement shall not be liable to the Trust, the Unitholders or to any other Person for its good faith reliance on the provisions of a this Trust Officer Agreement. The provisions of such failure and receipt of appropriate records, if anythis Trust Agreement, to perform the extent that they restrict or eliminate the duties and liabilities of the Trustee otherwise existing at law or in equity are agreed by the parties hereto to replace such obligation, duty or agreement in other duties and liabilities of the manner required hereunderTrustee.

Liability of Trustee. Except as otherwise provided in this Article III, the Trustee acts solely as trustee hereunder and not in its individual capacity, and all Persons having any claim against the Trustee by reason of the transactions contemplated by this Trust Agreement and any other agreement to which the Trust or any Fund is a party shall look only to the appropriate Fund’s Trust Estate for payment or satisfaction thereof; provided, however, that in no event is the foregoing intended to affect or limit the liability of the Sponsor as set forth in Section 2.6 hereof. The Trustee shall not be liable or accountable hereunder to the Trust or to any other person or under any other agreement to which the Trust is a party, except for the Trustee’s own gross negligence or willful misconduct. In particular, but not by way of limitation: (a) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders Trustee shall have no liability or other instruments that are specifically required to be furnished to responsibility for the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements validity or sufficiency of this Trust Agreement. , any agreement contemplated hereunder, or for the form, character, genuineness, sufficiency, value or validity of any Trust Estate or any Units; (b) The Trustee shall give prompt written notice not be liable for any actions taken or omitted to be taken by it in good faith in accordance with the Depositor and instructions of the Administrative Agent Sponsor; (c) The Trustee shall not have any liability for the acts or omissions of the Sponsor or its delegates, the Administrator, any material lack of conformity of beneficial owners or any such instrument other Person; (d) The Trustee shall not have any duty or obligation to supervise or monitor the applicable provisions of performance of, or compliance with this Trust Agreement.Agreement by, the Sponsor or its delegates, the Administrator, any beneficial owner of the Trust or any Fund, or any other Person; (be) No provision of this Trust Agreement shall be construed to relieve require the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder act or its own willful misconduct; provided, however, that: (i) the Trustee shall not be personally liable for an error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted by it in good faith and in accordance with the direction of the Administrative Agent, the Depositor, the Calculation Agent or any Holder relating to the time, place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement. (c) The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, hereunder if it has the Trustee shall have reasonable grounds for believing that such action, repayment of such funds or adequate indemnity against any related such risk or liability is not reasonably assured or provided to it.; (df) Under no circumstances shall the Trustee be liable for indebtedness evidenced by or other obligations of the Trust or any Fund arising under this Trust Agreement or any other agreements to which the Trust or any Fund is a party; (g) Notwithstanding anything contained herein to the contrary, the Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware, (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence as of the date hereof other than the State of Delaware becoming payable by the Trustee or (iii) subject the Trustee to personal jurisdiction, other than in the State of Delaware, for causes of action arising from personal acts unrelated to the consummation of the transactions by the Trustee, as the case may be, contemplated hereby; (h) To the extent that, at law or in equity, the Trustee has duties and liabilities relating thereto (including, without limitation, fiduciary duties) to the Trust, the Sponsor, any Fund, any beneficial owner of the Trust or any Fund, any Unitholder, or any other Person, the other parties hereto and all Unitholders and beneficial owners of the Trust or any Fund agree that such duties and liabilities are replaced by the express terms of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict or eliminate the duties and liabilities of the Trustee otherwise existing at law or in equity, are agreed by the parties hereto and all Unitholders and beneficial owners of the Trust or any Fund to replace such other duties and liabilities of the Trustee; (i) The Trustee shall have no power not be liable for any action it takes or omits to vary take in good faith that it reasonably believes to be authorized or within its rights or powers or for any action it takes or omits to take in accordance with the corpus direction of the Down-MACRO Tradeable Trust.Sponsor in accordance with the terms hereof; (ej) In The Trustee shall be under no obligation to exercise any of the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty rights or agreement powers vested in the manner or on the day required under it by this Trust Agreement, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any party hereto or any Unitholder or other Person, pursuant to the provisions of this Trust Agreement, unless such parties shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby; (k) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, direction, instruction, opinion, report, notice, request, consent, entitlement order, approval or other paper document, unless this Trust Agreement directs the Trustee to make such investigation; (l) In no event shall the Trustee be responsible for any failure or delay in the performance of its obligations under this Trust Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes, fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics or pandemics; riots; business interruptions; loss or malfunctions of utilities, computer (hardware or software) or communication services; accidents; labor disputes, acts of civil or military authority and governmental action including executive orders, and in no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), even if the Trustee shall be obligatedhave been advised of the likelihood of such loss or damage and regardless of the form of action; and (m) Each of the parties hereto hereby agrees and, as soon as possible upon knowledge evidenced by its acceptance of a Trust Officer of such failure any benefits hereunder, any Unitholder agrees that the Trustee in any capacity (x) has not provided and receipt of appropriate records, if any, to perform such obligation, duty or agreement will not provide in the manner required hereunderfuture, any advice, counsel or opinion regarding the tax, financial, investment, securities law or insurance implications and consequences of the formation, funding and ongoing administration of the Trust, including, but not limited to, income, gift and estate tax issues, insurable interest issues, and the initial and ongoing selection and monitoring of financing arrangements, (y) has not made any investigation as to the accuracy of any representations, warranties or other obligations of the Trust under any contract or other agreement and shall have no liability in connection therewith and (z) the Trustee has not prepared or verified, and shall not be responsible or liable for, any information, disclosure or other statement in any disclosure or offering document or in any other document issued or delivered in connection with the sale or transfer of the Units.

Liability of Trustee. Except as otherwise provided in this Article II, in accepting the trust created hereby, Delaware Trust Company acts solely as Trustee hereunder and not in its individual capacity, and all Persons having any claim against Delaware Trust Company by reason of the transactions contemplated by this Trust Agreement and any other agreement to which the Trust is a party shall look only to the Trust Estate for payment or satisfaction thereof. The Trustee shall not be liable or accountable hereunder to the Trust or to any other Person or under any other agreement to which the Trust is a party, except for the Trustee’s own fraud, gross negligence, bad faith or willful misconduct. In particular, but not by way of limitation: (a) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders Trustee shall have no liability or other instruments that are specifically required to be furnished to responsibility for the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements validity or sufficiency of this Trust Agreement. The Trustee shall give prompt written notice to Agreement or for the Depositor and form, character, genuineness, sufficiency, enforceability, collectability, location, existence, value or validity of the Administrative Agent of any material lack of conformity of any such instrument to the applicable provisions of this Trust Agreement.Estate; (b) No provision of this Trust Agreement shall be construed to relieve the The Trustee from liability for its own negligent actionhas not prepared or verified, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, however, that: (i) the Trustee and shall not be personally responsible or liable for an error of judgment made for, any information, disclosure or other statement in good faith by a Trust Officer, unless it is proved that the Trustee was grossly negligent Prospectus or in ascertaining the pertinent facts; and (ii) the Trustee shall not be personally liable with respect to any action taken, suffered other document issued or omitted by it delivered in good faith and in accordance connection with the direction sale or transfer of the Administrative Agent, the Depositor, the Calculation Agent or any Holder relating to the time, place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement.Shares; (c) The Trustee shall not be required liable for any actions taken or omitted to be taken by it in accordance with the instructions of the Sponsor or the Liquidating Trustee; (d) The Trustee shall not have any liability for the acts or omissions of the Sponsor, the Cash Custodian, Custodian or their respective delegates; (e) The Trustee shall have no duty or obligation to monitor or supervise the performance of any obligations of the Sponsor, the Cash Custodian, Custodian or their respective delegates or any Participant or any other Person; (f) No provision of this Trust Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder; (g) Under no circumstances shall the Trustee be liable for any obligations, representations, warranties, covenants or indebtedness of the Trust arising under this Trust Agreement or any other agreements to which the Trust is a party; (h) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or any other agreements to which the Trust is a party, at the request, order or direction of the Sponsor unless the Sponsor has offered to Delaware Trust Company (in its capacity as Trustee and individually) security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by Delaware Trust Company (including, without limitation, the reasonable fees and expenses of its counsel) therein or thereby; (i) Notwithstanding anything contained herein to the contrary, the Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of, or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware, (ii) result in any fee, tax or other governmental charge becoming payable by the Trustee under the laws of any jurisdiction or any political subdivision thereof other than the State of Delaware or (iii) subject the Trustee to personal jurisdiction, other than in the State of Delaware, for causes of action arising from personal acts unrelated to the consummation of the actions of the Trustee contemplated by this Trust Agreement; (j) To the extent that, at law or in equity, the Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust, the Shareholders or any other Person, the Trustee, acting under this Trust Agreement, shall not be liable to the Trust, the Shareholders or any other Person for its good faith reliance on the provisions of this Trust Agreement to the extent that they restrict or eliminate the duties and liabilities of the Trustee otherwise existing at law or in equity are agreed by the parties hereto to replace such other duties and liabilities of the Trustee; and (k) The Trustee shall not be liable for punitive, special, exemplary, consequential or similar damages for a breach of the Trust Agreement under any circumstances, including without limitation, lost profits; (l) If the Trustee is unsure of the application of any provision of this Agreement or any related agreement, then the Trustee may promptly deliver a notice to the Sponsor requesting written instructions as to the course of action desired by the Sponsor, and if the Trustee does not receive such instructions within 10 Business Days after it has reasonable grounds for believing that repayment delivered such notice, or such shorter period of time set forth in such funds notice, it may, but shall not be obligated, to take or adequate indemnity against any related risk or liability is refrain from taking such action not reasonably assured to it.inconsistent with this Agreement; (dm) The Trustee shall not be required to take any action if the Trustee shall reasonably determine, or shall have been advised by counsel, that such action is likely to result in personal liability, or is contrary to the terms hereof or any document contemplated hereby to which the Trustee is a party or otherwise contrary to law; (n) The Trustee shall have no power duty or obligation to vary manage, control, use, sell, dispose of or otherwise deal with the corpus Trust Estate, to prepare or file any document or report (including any securities or tax filings or reports, any financing or continuation statement, qualification to do business, licensing, commission filing or other filing for the Trust), or to otherwise perfect or maintain the perfection of any security interest or lien, or otherwise to take or refrain from taking any action under or in connection with this Agreement except as expressly required by the terms of this Agreement, and the right of the Down-MACRO Tradeable Trust. (e) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails Trustee to perform any obligationdiscretionary act enumerated in this Agreement or in any related document shall not be construed as a duty, duty and no implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any related agreement against the Trustee; (o) The Trustee shall not be liable for any action taken, or error of judgment made, in good faith by any officer or employee of the Trustee; (p) In no event shall the Trustee be liable for forces beyond its control including strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes, epidemics or pandemics, or acts of God and interruptions, loss or malfunctions of utilizes, communications, or computer (software and hardware) services; and (q) The Trustee may earn compensation in the manner or form of short-term interest (“float”) on items like uncashed distribution checks (from the day required under this Trust Agreementdate issued until the date cashed), funds that the Trustee shall is directed not to invest and deposits awaiting investment direction or received too late to be obligated, as soon as possible upon knowledge of a Trust Officer of such failure and receipt of appropriate records, if any, to perform such obligation, duty or agreement invested overnight in the manner required hereunderpreviously directed investments.

Liability of Trustee. (a) The Trusteerecitals of facts herein and in the Bonds contained shall be taken as statements of the Authority, upon receipt and the Trustee shall assume no responsibility for the correctness of all resolutionsthe same, certificates, statements, opinions, reports, documents, orders or other instruments that are specifically required to be furnished make any representations as to the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements validity or sufficiency of this Trust AgreementIndenture or of the Bonds or shall incur any responsibility in respect thereof, other than in connection with the duties or obligations herein or in the Bonds assigned to or imposed upon it. The Trustee shall, however, be responsible for its representations contained in its certificate of authentication on the Bonds. The Trustee shall give prompt written notice not be liable in connection with the performance of its duties hereunder, except for its own gross negligence or willful misconduct. The Trustee may become the owner of Bonds with the same rights it would have if it were not Trustee and, to the Depositor extent permitted by law, may act as depositary for and permit any of their officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the Administrative Agent rights of any material lack Bondholders, whether or not such committee shall represent the Owners of conformity a majority in principal amount of any such instrument to the applicable provisions of this Trust AgreementBonds then Outstanding. (b) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, however, that: (i) the The Trustee shall not be personally liable for an any error of judgment made in good faith by a Trust Officerresponsible officer, unless it is shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and. (iic) the The Trustee shall not be personally liable with respect to any action taken, suffered taken or omitted to be taken by it in good faith and in accordance with the direction of the Administrative Agent, Owners of not less than a majority in aggregate principal amount of the Depositor, Bonds at the Calculation Agent or any Holder time Outstanding relating to the time, method and place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, Trustee under this Trust Agreement. (c) The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against any related risk or liability is not reasonably assured to itIndenture. (d) The Trustee shall have be under no power obligation to vary the corpus exercise any of the Down-MACRO Tradeable Trustrights or powers vested in it by this Indenture (other than the making of a draw under the Letter of Credit in accordance with its terms and the terms of this Indenture, declaring the principal of the Bonds to be immediately due and payable when required hereunder or making payments on the Bonds when due) at the request, order or direction of any of the Bondholders pursuant to the provisions of this Indenture unless such Bondholders shall have offered to the Trustee indemnification to its satisfaction for indemnity against the costs, expenses and liabilities which may be incurred therein or thereby. (e) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty or agreement in the manner or on the day required under this Trust Agreement, the The Trustee shall not be obligated, as soon as possible liable for any action taken by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon knowledge of a Trust Officer of such failure and receipt of appropriate records, if any, to perform such obligation, duty or agreement in the manner required hereunderit by this Indenture.

Liability of Trustee. (a) The TrusteeTrustee shall not be liable for the acts or omissions of the Sponsor, upon receipt of all resolutionsthe Transfer Agent, certificatesor any other person, statements, opinions, reports, documents, orders or other instruments that are specifically required to be furnished to nor shall the Trustee pursuant to be liable for supervising or monitoring the performance and the duties and obligations of the Sponsor, the Transfer Agent, the Trust or any provision hereof, shall examine them to determine whether they conform on their face to the requirements of other person under this Trust Agreement. The Trustee shall give prompt written notice to the Depositor and the Administrative Agent of not be personally liable under any material lack of conformity of any such instrument to the applicable provisions of this Trust Agreement. (b) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability circumstances, except for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, howeverbad faith or gross negligence. In particular, thatbut not by way of limitation: (ia) the Trustee shall not be personally liable for an any error of judgment made in good faith by a Trust Officer, unless it is proved that except to the extent such error of judgment constitutes gross negligence on its part; (b) no provision of this Agreement shall require the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted by it in good faith and in accordance with the direction of the Administrative Agent, the Depositor, the Calculation Agent or any Holder relating to the time, place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement. (c) The Trustee shall not be required to expend or risk its own personal funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if it has the Trustee shall have reasonable grounds for believing that repayment the payment of such funds or adequate indemnity against any related such risk or liability is not reasonably assured or provided to it.; (c) under no circumstances shall the Trustee be personally liable for any representation, warranty, covenant, agreement, or indebtedness of the Trust; (d) The the Trustee shall have no power to vary the corpus not be personally responsible for or in respect of the Down-MACRO Tradeable Trust.validity or sufficiency of this Trust Agreement or for the due execution hereof by the Sponsor; (e) In the event that Trustee has not prepared or verified, and shall have no duty, responsibility or obligation or any liability therefore, for any information, disclosure, or other statement in any memorandum or other documents issued in connection with the Transfer Agent and Registrar sale or transfer of any Shares; (if f) the Trustee shall not also be liable or any actions taken or omitted to be taken by it in accordance with the Trusteewritten instructions of the Sponsor; (g) fails the Trustee shall be under no obligation to perform exercise any obligation, duty of the rights or agreement powers vested in the manner or on the day required under it by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or any other agreements to which the Trust is a party, at the request, order or direction of the Sponsor unless the Sponsor has offered Delaware Trust Company (in its individual capacity and in its capacity as Trustee) security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by it (including, without limitation, the reasonable fees and expenses of its counsel) therein or thereby; (h) Notwithstanding anything contained herein to the contrary, the Trustee shall not be obligatedrequired to take any action in any jurisdiction other than in the State of Delaware if the taking of such action would (i) require the consent, approval, authorization or order of, giving of notice to, or the registration with or taking any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware, (ii) result in any fee, tax or other governmental charge becoming payable by the Trustee under the laws of any jurisdiction or any political subdivision thereof other than the State of Delaware, or (iii) subject the Trustee to personal jurisdiction, other than in the State of Delaware, for causes of action arising from personal acts unrelated to the consummation of the actions of the trustee contemplated by this Trust Agreement; (i) the Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. The Trustee may accept a certified copy of a resolution of any governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Trustee may for all purposes hereof rely on a certificate, signed by an authorized officer of the Sponsor or any other corresponding directing party, as soon as possible upon knowledge to such fact or matter, and such certificate shall constitute full protection to the Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon; (j) in the exercise or administration of a Trust Officer the trust hereunder, the Trustee (i) may act directly or through agents or attorneys pursuant to agreements entered into with any of them, and the Trustee shall not be liable for the default or misconduct of such failure agents or attorneys if such agents or attorneys shall have been selected by the Trustee in good faith and receipt with due care and (ii) may consult with counsel, accountants and other skilled persons to be selected by it in good faith and with due care and employed by it, and it shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of appropriate recordsany such counsel, if anyaccountants or other skilled persons; (k) except as expressly provided in this Article III, in accepting and performing the trust hereby created the Trustee acts solely as a trustee hereunder and not in its individual capacity, and all persons having any claim against the Trustee by reason of the transactions contemplated by this Trust Agreement shall look only to perform such obligationthe Trust Property for payment or satisfaction thereof; and (l) the Trustee shall not be liable for punitive, duty exemplary, consequential, special or agreement in the manner required hereunderother similar damages under any circumstances.

Liability of Trustee. (a) The Trusteerecitals of facts, upon receipt agreements and covenants herein and in the Bonds shall be taken as recitals of all resolutionsfacts, certificatesagreements and covenants of the Authority, statements, opinions, reports, documents, orders and the Trustee assumes no responsibility for the correctness of the same or other instruments that are specifically required to be furnished makes any representation as to the Trustee pursuant sufficiency or validity hereof or of the Bonds, or shall incur any responsibility in respect thereof other than in connection with the rights or obligations assigned to any provision hereofor imposed upon it herein, shall examine them to determine whether they conform on their face to in the requirements of this Trust AgreementBonds or in law or equity. The Trustee shall give prompt written notice to not be liable in connection with the Depositor and the Administrative Agent of any material lack of conformity of any such instrument to the applicable provisions of this Trust Agreement. (b) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard performance of its duties hereunder or except for its own negligence or willful misconduct; provided, however, that: (i) the . The Trustee shall not be personally bound to recognize any person as the Bondholder of a Bond unless and until such Bond is submitted for inspection, if required, and such Bondholder’s title thereto satisfactorily established, if disputed. The Trustee shall not be liable for an any error of judgment made in good faith by a Trust Officerfaith, unless it is shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the . The Trustee shall not be personally liable with respect to any action taken, suffered taken or omitted to be taken by it in good faith and in accordance with the direction of the Administrative Agent, the Depositor, the Calculation Agent Bondholders of not less than a majority (or any Holder lesser amount that may direct the Trustee in accordance with this Agreement) in aggregate principal amount of the Bonds at the time Outstanding, relating to the time, method and place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, Trustee under this Trust Agreement. (c) . The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement at the request, order or direction of any of the Bondholders pursuant to the provisions of this Trust Agreement unless such Bondholders shall have offered to the Trustee reasonable security or indemnity against the reasonable costs, expenses and liabilities that may be incurred therein or thereby. The Trustee has no obligation or liability to the Bondholders for the payment of the interest on, principal of or redemption premium, if any, with respect to the Bonds from its own funds; but rather the Trustee’s obligations shall be limited to the performance of its duties hereunder. The Trustee shall not be required deemed to have knowledge of any event of default (except payment defaults) unless and until a Responsible Officer shall have actual knowledge thereof or a Responsible Officer of the Trustee shall have received written notice thereof at its Principal Office. The Trustee shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements herein or of any of the documents executed in connection with the Bonds, or as to the existence of a default or event of default thereunder. The Trustee shall not be responsible for the validity or effectiveness of any collateral given to or held by it. The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through attorneys-in-fact, agents or receivers and shall not be answerable for the negligence or misconduct of any such attorney-in-fact, agent or receiver selected by it with due care. The Trustee shall be entitled to advice of counsel and other professionals concerning all matters of trust and its duty hereunder, but the Trustee shall not be answerable for the professional malpractice of any attorney-in-law or certified public accountant in connection with the rendering of his professional advice in accordance with the terms of this Trust Agreement, if such attorney-in-law or certified public accountant was selected by the Trustee with due care. The Trustee shall not be concerned with or accountable to anyone for the subsequent use or application of any moneys which shall be released or withdrawn in accordance with the provisions hereof. Whether or not therein expressly so provided, every provision of this Trust Agreement, the Facilities Lease or related documents relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Article. The Trustee makes no representation or warranty, express or implied, as to the title, value, design, compliance with specifications or legal requirements, quality, durability, operation, condition, merchantability or fitness for any particular purpose for the use contemplated by the Authority or County of the Facilities or the Project. In no event shall the Trustee be liable for incidental, indirect, special or consequential damages in connection with or arising from the Facilities Lease or this Trust Agreement for the existence, furnishing or use of the Facilities or the Project. The Trustee shall be protected in acting upon any notice, resolution, requisition, request (including any Written Request of the Authority or the County), consent, order, certificate, report, opinion, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. Before the Trustee acts or refrains from acting, the Trustee may consult with counsel, who may be counsel of or to the Authority, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. Whenever in the administration of its rights and obligations hereunder the Trustee shall deem it necessary or desirable that a matter be established or proved prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of bad faith on the part of the Trustee, be deemed to be conclusively proved and established by a Certificate of the Authority, which certificate shall be full warrant to the Trustee for any action taken or suffered under the provisions hereof upon the faith thereof, but in its discretion the Trustee may in lieu thereof accept other evidence of such matter or may require such additional evidence as it may deem reasonable. No provision of this Trust Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance or exercise of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers hereunder, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against any related risk or liability powers. The Trustee is not reasonably assured to itresponsible for the content of any official statement or any other offering or disclosure material prepared in connection with the Bonds. (d) The Trustee shall have no power to vary the corpus of the Down-MACRO Tradeable Trust. (e) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty or agreement in the manner or on the day required under this Trust Agreement, the Trustee shall be obligated, as soon as possible upon knowledge of a Trust Officer of such failure and receipt of appropriate records, if any, to perform such obligation, duty or agreement in the manner required hereunder.

Liability of Trustee. (a) The TrusteeTrustee shall not be liable in connection with the performance of its duties hereunder, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders except for its own negligence or other instruments that are specifically required to be furnished to the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements of this Trust Agreementwillful misconduct or breach. The Trustee shall give prompt written notice may become the Owner of Bonds with the same rights it would have if they were not Trustee and, to the Depositor extent permitted by law, may act as depository for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the Administrative Agent rights of any material lack Bond Owners, whether or not such committee shall represent the Owners of conformity a majority in principal amount of any such instrument to the applicable provisions of this Trust AgreementBonds then Outstanding. (b) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, however, that: (i) the The Trustee shall not be personally liable for an any error of judgment made in good faith by a Trust Officerresponsible officer, unless it is shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and. (iic) the The Trustee shall not be personally liable with respect to any action taken, suffered taken or omitted to be taken by it in good faith and in accordance with the direction of the Administrative Agent, Owners of not less than a majority in aggregate principal amount of the Depositor, Bonds at the Calculation Agent or any Holder time Outstanding relating to the time, method and place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, Trustee under this Trust Agreement. (c) The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against any related risk or liability is not reasonably assured to itIndenture. (d) The Trustee shall have no power not be liable for any action taken by it in good faith and believed by it to vary be authorized or within the corpus of the Down-MACRO Tradeable Trustdiscretion or rights or powers conferred upon it by this Indenture. (e) In the event that the Transfer Agent The Trustee shall not be deemed to have knowledge of any Event of Default hereunder unless and Registrar (if not also the Trustee) fails to perform any obligationuntil it shall have actual knowledge thereof, duty or agreement in the manner or on the day required under this shall have received written notice thereof, at its Trust AgreementOffice. Except as otherwise expressly provided herein, the Trustee shall not be obligatedbound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements herein or of any of the documents executed in connection with the Bonds, or as soon as possible upon knowledge to the existence of a Trust Officer an Event of such failure and receipt Default thereunder. The Trustee shall not be responsible for the validity or effectiveness of appropriate records, if any, any collateral given to perform such obligation, duty or agreement in the manner required hereunderheld by it.

Liability of Trustee. (a) The Trustee, upon receipt duties and obligations of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments that are specifically required to be furnished to the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements of this Trust Agreement. The Trustee shall give prompt written notice to the Depositor and the Administrative Agent of any material lack of conformity of any such instrument to the applicable provisions of this Trust Agreement. (b) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, however, that: (i) the Trustee shall be limited to those expressly imposed upon it by the Plan and Trust or as subsequently agreed upon by the parties. Responsibility for administrative duties required under the Plan or applicable law not be personally liable for an error of judgment made in good faith expressly imposed upon or agreed to by a Trust Officer, unless it is proved the Trustee shall rest solely with the Plan Administrator and the Employer. The Employer agrees that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the Trustee shall not be personally liable have no liability with respect to any action taken, suffered or omitted by it in good faith and in accordance with the direction of the Administrative Agent, the Depositor, the Calculation Agent or any Holder relating regard to the timeinvestment or management of illiquid Plan assets transferred from a prior Trustee, place and shall have no responsibility for investments made before the transfer of Plan assets to it, or method for the viability or prudence of conducting any proceeding for any remedy available investment made by a prior Trustee, including those represented by assets now transferred to the custody of the Trustee, or exercising for any trust or power conferred upon dealings whatsoever with respect to Plan assets before the transfer of such assets to the Trustee. The Employer shall indemnify and hold the Trustee harmless for any and all claims, under this Trust Agreement. (c) The actions or causes of action for loss or damage, or any liability whatsoever relating to the assets of the Plan transferred to the Trustee shall by any prior Trustee of the Plan, including any liability arising out of or related to any act or event, including prohibited transactions, occurring prior to the date the Trustee accepts such assets, including all claims, actions, causes of action, loss, damage, or any liability whatsoever arising out of or related to that act or event, although that claim, action, cause of action, loss, damage, or liability may not be required to expend asserted, may not have accrued, or risk its own funds or otherwise incur any financial liability in may not have been made known until after the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against any related risk or liability is not reasonably assured to it. (d) The Trustee shall have no power to vary the corpus of the Down-MACRO Tradeable Trust. (e) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty or agreement in the manner or on the day required under this Trust Agreement, date the Trustee accepts the Plan assets. Such indemnification shall be obligatedextend to all applicable periods, as soon as possible upon knowledge of a Trust Officer of such failure and receipt of appropriate records, if any, including periods for which the Plan is retroactively restated to perform such obligation, duty comply with any tax law or agreement in the manner required hereunderregulation.

Liability of Trustee. Except as otherwise provided in this Article II, in accepting the trust continued hereby, Wilmington Trust Company acts solely as Trustee hereunder and not in its individual capacity, and all Persons having any claim against Wilmington Trust Company by reason of the transactions contemplated by this Trust Agreement and any other agreement to which the Trust or any Fund is a party shall look only to the appropriate Fund Trust Estate for payment or satisfaction thereof. The Trustee shall not be liable or accountable hereunder to the Trust or to any other Person or under any other agreement to which the Trust or any Fund is a party, except for the Trustee’s own gross negligence or willful misconduct. In particular, but not by way of limitation: (a) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders Trustee shall have no liability or other instruments that are specifically required to be furnished to responsibility for the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements validity or sufficiency of this Trust Agreement. The Trustee shall give prompt written notice to Agreement or for the Depositor and the Administrative Agent form, character, genuineness, sufficiency, value or validity of any material lack of conformity of any such instrument to the applicable provisions of this Trust AgreementEstate. (b) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, however, that: (i) the The Trustee shall not be personally liable for an error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the Trustee shall not be personally liable with respect to any action taken, suffered actions taken or omitted to be taken by it in good faith and in accordance with the direction instructions of the Administrative Agent, the Depositor, the Calculation Agent or any Holder relating to the time, place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust AgreementSponsor. (c) The Trustee shall not be required have any liability for the acts or omissions of the Sponsor or its delegatees. (d) The Trustee shall not have any duty or obligation to, or liability for its failure to, supervise the performance of any obligations of the Sponsor or its delegatees or any Authorized Participant. (e) No provision of this Trust Agreement shall require the Trustee to act or expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, hereunder if it has the Trustee shall have reasonable grounds for believing that such action, repayment of such funds or adequate indemnity against any related such risk or liability is not reasonably assured or provided to it. (df) Under no circumstances shall the Trustee be liable for indebtedness evidenced by or other obligations of the Trust or any Fund arising under this Trust Agreement or any other agreements to which the Trust is a party. (g) The Trustee shall have be under no power obligation to vary the corpus exercise any of the Down-MACRO Tradeable Trust. (e) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty rights or agreement powers vested in the manner or on the day required under it by this Trust Agreement, or to appear in, institute, conduct or defend any action or litigation under this Trust Agreement or any other agreements to which the Trust or any Fund is a party, at the request, order or direction of the Sponsor or any Shareholders unless the Sponsor or such Shareholders have offered to Wilmington Trust Company (in its capacity as Trustee and individually) security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by Wilmington Trust Company (including, without limitation, the reasonable fees and expenses of its counsel) therein or thereby. (h) The Trustee shall not be required to take any action hereunder or otherwise if the Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Trustee or is contrary to the terms hereof or is otherwise contrary to law. (i) Notwithstanding anything contained herein to the contrary, the Trustee shall not be obligatedrequired to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will require the consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware, result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence as of the date hereof other than the State of Delaware becoming payable by the Trustee or subject the Trustee to personal jurisdiction, other than in the State of Delaware, for causes of action arising from personal acts unrelated to the consummation of the transactions by the Trustee, as soon as possible upon knowledge the case may be, contemplated hereby; (j) To the extent that, at law or in equity, the Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust, the Shareholders or to any other Person, the Trustee acting under this Trust Agreement shall not be liable to the Trust, the Shareholders or to any other Person for its good faith reliance on the provisions of a this Trust Officer Agreement. The provisions of such failure and receipt of appropriate records, if anythis Trust Agreement, to perform the extent that they restrict the duties (including fiduciary duties) and liabilities of the Trustee otherwise existing at law or in equity are agreed by the parties hereto to replace such obligation, duty or agreement in other duties and liabilities of the manner required hereunderTrustee.

Liability of Trustee. (a) The TrusteeExcept as otherwise provided in this Article V, upon receipt in accepting the trust created hereby, Delaware Trust Company acts solely as Trustee hereunder and not in its individual capacity, and all Persons having any claim against Delaware Trust Company by reason of all resolutions, certificates, statements, opinions, reports, documents, orders or the transactions contemplated by this Trust Agreement and any other instruments that are specifically required agreement to be furnished which the Trust is a party shall look only to the Trust Estate for payment or satisfaction thereof. The Trustee pursuant to any provision hereofwill not be liable for the acts or omissions of the Sponsor, shall examine them to determine whether they conform on their face to nor will the requirements Trustee be liable for supervising or monitoring the performance and the duties and obligations of this the Sponsor or the Trust under the Trust Agreement. The Trustee shall give prompt written notice to the Depositor and the Administrative Agent of will not be personally liable under any material lack of conformity of any such instrument to the applicable provisions of this Trust Agreement. (b) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability circumstances, except for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, howeverbad faith or gross negligence. In particular, thatbut not by way of limitation: (ia) the Trustee shall will not be personally liable for an any error of judgment made in good faith by a except to the extent such error of judgment constitutes gross negligence on its part; (b) no provision of the Trust OfficerAgreement will require the Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of its rights or powers hereunder, unless it is proved if the Trustee shall have reasonable grounds for believing that the Trustee was grossly negligent in ascertaining the pertinent facts; andpayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (iic) under no circumstances will the Trustee be personally liable for any representation, warranty, covenant, agreement, or indebtedness of the Trust; (d) the Trustee will not be personally responsible for or in respect of the validity or sufficiency of the Trust Agreement or for the due execution hereof by the Sponsor; (e) the Trustee shall have no liability or responsibility for the validity or sufficiency of this Trust Agreement or for the form, character, genuineness, sufficiency, enforceability, collectability, location, existence, value or validity of the Trust Estate; (f) the Trustee has not prepared or verified, and shall not be responsible or liable for, any information, disclosure or other statement in the Trust’s offering documents or in any other document issued or delivered in connection with the sale or transfer of the Shares; (g) the Trustee shall not be personally liable with respect to for any action taken, suffered actions taken or omitted to be taken by it in good faith and in accordance with the direction instructions of the Administrative AgentSponsor or the Liquidating Trustee; (h) the Trustee shall have no duty or obligation to supervise the performance of any obligations of the Trust, the DepositorSponsor, the Calculation Agent Bitcoin Custodian or their respective delegates, any Authorized Participant or any Holder relating to the time, place or method other Person; (i) no provision of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement. (c) The Agreement shall require the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder; (j) the Trustee will incur no liability to anyone in acting upon any signature, if instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. The Trustee may accept a certified copy of a resolution of any governing body of any corporate party as conclusive evidence that such resolution has reasonable grounds been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Trustee may for believing that repayment all purposes hereof rely on a certificate, signed by an authorized officer of the Sponsor or any other corresponding directing party, as to such fact or matter, and such certificate will constitute full protection to the Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon; (k) in the exercise or administration of the Trust hereunder, the Trustee (i) may act directly or through agents or attorneys pursuant to agreements entered into with any of them, and the Trustee will not be liable for the default or misconduct of such funds agents or adequate indemnity against attorneys if such agents or attorneys will have been selected by the Trustee in good faith and with due care and (ii) may consult with counsel, accountants and other skilled persons to be selected by it in good faith and with due care and employed by it, and it will not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any related risk such counsel, accountants or liability is not reasonably assured to it.other skilled persons; (dl) The except as will be expressly provided in the Trust Agreement, the Trustee will act solely as a trustee under the Trust Agreement and not in its individual capacity, and all persons having any claim against the Trustee by reason of the transactions contemplated by the Trust Agreement will look only to the Trust’s property for payment or satisfaction thereof; (m) the Trustee shall have be under no power obligation to vary the corpus exercise any of the Down-MACRO Tradeable Trust.rights or powers vested in it by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or any other agreements to which the Trust is a party, at the request, order or direction of the Sponsor unless the Sponsor has advanced any necessary costs and offered to Delaware Trust Company (in its capacity as Trustee and individually) security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by Delaware Trust Company (including, without limitation, the reasonable fees and expenses of its counsel) therein or thereby; (en) In notwithstanding anything contained herein to the event that contrary, the Transfer Agent Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of, or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware, (ii) result in any fee, tax or other governmental charge becoming payable by the Trustee under the laws of any jurisdiction or any political subdivision thereof other than the State of Delaware or (iii) subject the Trustee to personal jurisdiction, other than in the State of Delaware; (o) to the extent that, at law or in equity, the Trustee has duties (including fiduciary duties) and Registrar (if not also liabilities relating thereto to the Trust, the Shareholders or any other Person, the Trustee) fails to perform any obligation, duty or agreement in the manner or on the day required acting under this Trust Agreement, shall not be liable to the Trust, the Shareholders or any other Person for its good faith reliance on the provisions of this Trust Agreement, and the provisions of this Trust Agreement, to the extent that they restrict or eliminate the duties and liabilities of the Trustee otherwise existing at law or in equity are agreed by the parties hereto to replace such other duties and liabilities of the Trustee; (p) whenever the Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or any other document to which the Trust is a party or is unsure as to how to proceed, the Trustee may request and rely on written direction from the Sponsor; (q) the Trustee shall not be required to take any action hereunder if the Trustee shall have reasonably determined or been advised by counsel that such action is likely to result in liability on the part of the Trustee or is contrary to the terms hereof or of any document to which the Trust is a party or is otherwise contrary to law; (r) the permissive right of the Trustee to perform any discretionary act or exercise any privilege enumerated shall not be construed as a duty; (s) prior to taking or refraining from taking any action upon direction or request, the Trustee shall be obligatedentitled to request, as soon as possible receive, rely upon knowledge and act in accordance with, officer’s certificates or opinions of a Trust Officer counsel provided at the expense of the party requesting the Trustee to take such failure and receipt of appropriate records, if any, to perform such obligation, action or inaction; (t) the Trustee shall have no (i) duty or agreement obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the trust estate, or (ii) responsibility for the preparation, correctness, accuracy, existence, or filing of any financing or continuation statement in any public office at any time or the manner required validity, existence, perfection or maintenance of the perfection of any security interest or lien granted to the Trust, nor shall the Trustee have any responsibility to monitor the performance of any assets, or to prepare or file any tax, qualification to do business, license, commission or other securities law filing, or other regulatory filing or report for the Trust; (u) the Trustee shall not be obligated to give any bond or other security for the performance of its duties hereunder; and (v) the Trustee will not be liable for punitive, exemplary, consequential, special or other similar damages under any circumstances.

Liability of Trustee. Except as otherwise provided in this Article III, in accepting the trust continued hereby, Wilmington Trust, National Association acts solely as Trustee hereunder and not in its individual capacity, and all Persons having any claim against Wilmington Trust, National Association by reason of the transactions contemplated by this Trust Agreement and any other agreement to which the Trust or any Fund is a party shall look only to the appropriate Fund Trust Estate for payment or satisfaction thereof. In particular, but not by way of limitation: (a) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders Trustee shall have no liability or other instruments that are specifically required to be furnished to responsibility for the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements validity or sufficiency of this Trust Agreement. The Trustee shall give prompt written notice to Agreement or for the Depositor and the Administrative Agent form, character, genuineness, sufficiency, value or validity of any material lack of conformity of any such instrument to Trust Estate or the applicable provisions of this Trust AgreementShares. (b) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, however, that: (i) the The Trustee shall not be personally liable for an error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the Trustee shall not be personally liable with respect to any action taken, suffered actions taken or omitted to be taken by it in good faith and in accordance with the direction instructions of the Administrative Agent, the Depositor, the Calculation Agent or any Holder relating to the time, place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust AgreementSponsor. (c) The Trustee shall not be required have any liability for the acts or omissions of the Sponsor. (d) The Trustee shall not have any duty or obligation to supervise the performance of any obligations of the Sponsor. (e) No provision of this Trust Agreement shall require the Trustee to act or expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, hereunder if it has the Trustee shall have reasonable grounds for believing that such action, repayment of such funds or adequate indemnity against any related such risk or liability is not reasonably assured or provided to it. (df) Under no circumstances shall the Trustee be liable for indebtedness evidenced by or other obligations of the Trust or any Fund arising under this Trust Agreement or any other agreements to which the Trust is a party. (g) The Trustee shall have be under no power obligation to vary the corpus exercise any of the Down-MACRO Tradeable rights or powers vested in it by this Trust Agreement, or to appear in, institute, conduct or defend any action or litigation under this Trust Agreement or any other agreements to which the Trust or any Fund is a party, at the request, order or direction of the Sponsor or any Shareholders unless the Sponsor or such Shareholders have offered to Wilmington Trust, National Association (in its capacity as Trustee and individually) security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by Wilmington Trust, National Association (including, without limitation, the reasonable fees and expenses of its counsel) therein or thereby. (eh) In The Trustee shall not be required to take any action hereunder or otherwise if the event Trustee shall have reasonably determined, or shall have been advised by counsel, that the Transfer Agent and Registrar (if not also the Trustee) fails such action is likely to perform any obligation, duty or agreement result in the manner or liability on the day part of the Trustee or is contrary to the terms hereof or is otherwise contrary to law. (i) Whenever the Trustee is unable to decide between alternative courses of action permitted or required under by the terms of this Trust Agreement, or is unsure as to the application, intent, interpretation or meaning of any provision of this Trust Agreement, the Trustee shall promptly give notice (in such form as shall be obligatedappropriate under the circumstances) to the Sponsor requesting instruction as to the course of action to be adopted, as soon as possible upon knowledge of a Trust Officer and, to the extent the Trustee acts in good faith in accordance with any such instruction received, the Trustee shall not be liable on account of such failure action to any Person. If the Trustee shall not have received appropriate instructions within ten calendar days of sending such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action which is consistent, in its view, with this Trust Agreement, and receipt the Trustee shall have no liability to any Person for any such action or inaction. (i) The Trustee shall have no liability whatsoever to any Person except for its own willful misconduct or gross negligence. (j) The Trustee has not prepared or verified, and shall not be responsible or liable for, any information, disclosure or other statement in a Registration Statement or in any other document issued or delivered in connection with the sale or transfer of appropriate recordsthe Shares. (k) Notwithstanding anything contained herein to the contrary, if any, the Trustee shall not be required to perform such obligation, duty or agreement take any action in any jurisdiction other than in the manner required hereunderState of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of, or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware, (ii) result in any fee, tax or other governmental charge becoming payable by the Trustee under the laws of any jurisdiction or any political subdivision thereof other than the State of Delaware or (iii) subject the Trustee to personal jurisdiction, other than in the State of Delaware, for causes of action arising from personal acts unrelated to the consummation of the actions of the Trustee contemplated by this Trust Agreement. (l) The Trustee shall not be liable for punitive, exemplary, consequential or similar damages for a breach of the Trust Agreement under any circumstances.

Liability of Trustee. (a) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments that are specifically required to be furnished to the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements of this Trust Agreement. The Trustee shall give prompt written notice to the Depositor and the Administrative Agent of any material lack of conformity of any such instrument to the applicable provisions of this Trust Agreement. (b) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, however, that: (i) the Trustee shall not be personally liable for an error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted by it in good faith and in accordance with the direction of the Administrative Agent, the Depositor, the Calculation Agent or any Holder relating to the time, place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement. (c) The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against any related risk or liability is not reasonably assured to it. (d) The Trustee shall have no power to vary the corpus of the DownUp-MACRO Tradeable Trust. (e) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty or agreement in the manner or on the day required under this 41 Trust Agreement, the Trustee shall be obligated, as soon as possible upon knowledge of a Trust Officer of such failure and receipt of appropriate records, if any, to perform such obligation, duty or agreement in the manner required hereunder.

Liability of Trustee. Except as otherwise provided in this Article III, the Trustee acts solely as trustee hereunder and not in its individual capacity, and all Persons having any claim against the Trustee by reason of the transactions contemplated by this Trust Agreement and any other agreement to which the Trust or any Fund is a party shall look only to the appropriate Fund’s Trust Estate for payment or satisfaction thereof; provided, however, that in no event is the foregoing intended to affect or limit the liability of the Sponsor as set forth in Section 2.6 hereof. The Trustee shall not be liable or accountable hereunder to the Trust or to any other person or under any other agreement to which the Trust is a party, except for the Trustee’s own gross negligence or willful misconduct. In particular, but not by way of limitation: (a) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders Trustee shall have no liability or other instruments that are specifically required to be furnished to responsibility for the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements validity or sufficiency of this Trust Agreement. , any agreement contemplated hereunder, or for the form, character, genuineness, sufficiency, value or validity of any Trust Estate or any Units; (b) The Trustee shall give prompt written notice not be liable for any actions taken or omitted to be taken by it in good faith in accordance with the Depositor and instructions of the Administrative Agent Sponsor; (c) The Trustee shall not have any liability for the acts or omissions of the Sponsor or its delegatees, the Administrator, any material lack of conformity of beneficial owners or any such instrument other Person; (d) The Trustee shall not have any duty or obligation to supervise or monitor the applicable provisions of performance of, or compliance with this Trust AgreementAgreement by, the Sponsor or its delegates, the Administrator, any beneficial owner of the Trust or any Fund, or any other Person. (be) No provision of this Trust Agreement shall be construed to relieve require the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder act or its own willful misconduct; provided, however, that: (i) the Trustee shall not be personally liable for an error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted by it in good faith and in accordance with the direction of the Administrative Agent, the Depositor, the Calculation Agent or any Holder relating to the time, place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement. (c) The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, hereunder if it has the Trustee shall have reasonable grounds for believing that such action, repayment of such funds or adequate indemnity against any related such risk or liability is not reasonably assured or provided to it.; (df) Under no circumstances shall the Trustee be liable for indebtedness evidenced by or other obligations of the Trust or any Fund arising under this Trust Agreement or any other agreements to which the Trust or any Fund is a party; (g) Notwithstanding anything contained herein to the contrary, the Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware, (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence as of the date hereof other than the State of Delaware becoming payable by the Trustee or (iii) subject the Trustee to personal jurisdiction, other than in the State of Delaware, for causes of action arising from personal acts unrelated to the consummation of the transactions by the Trustee, as the case may be, contemplated hereby; (h) To the extent that, at law or in equity, the Trustee has duties and liabilities relating thereto (including, without limitation, fiduciary duties) to the Trust, the Sponsor, any Fund, any beneficial owner of the Trust or any Fund, any Unitholder, or any other Person, the other parties hereto and all Unitholders and beneficial owners of the Trust or any Fund agree that such duties and liabilities are replaced by the express terms of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict or eliminate the duties and liabilities of the Trustee otherwise existing at law or in equity, are agreed by the parties hereto and all Unitholders and beneficial owners of the Trust or any Fund to replace such other duties and liabilities of the Trustee; (i) The Trustee shall have no power not be liable for any action it takes or omits to vary take in good faith that it reasonably believes to be authorized or within its rights or powers or for any action it takes or omits to take in accordance with the corpus direction of the Down-MACRO Tradeable Trust.Sponsor in accordance with the terms hereof; (ej) In The Trustee shall be under no obligation to exercise any of the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty rights or agreement powers vested in the manner or on the day required under it by this Trust Agreement, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any party hereto or any Unitholder or other Person, pursuant to the provisions of this Trust Agreement, unless such parties shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby; (k) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, direction, instruction, opinion, report, notice, request, consent, entitlement order, approval or other paper document, unless this Trust Agreement directs the Trustee to make such investigation; and (l) In no event shall the Trustee be responsible for any failure or delay in the performance of its obligations under this Trust Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes, fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics or pandemics; riots; business interruptions; loss or malfunctions of utilities, computer (hardware or software) or communication services; accidents; labor disputes, acts of civil or military authority and governmental action including executive orders, and in no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), even if the Trustee shall be obligated, as soon as possible upon knowledge have been advised of a Trust Officer the likelihood of such failure loss or damage and receipt regardless of appropriate records, if any, to perform such obligation, duty or agreement in the manner required hereunderform of action.

Liability of Trustee. Except as otherwise provided in this Article III, in accepting the trust continued hereby, Wilmington Trust, National Association acts solely as Trustee hereunder and not in its individual capacity, and all Persons having any claim against Wilmington Trust, National Association by reason of the transactions contemplated by this Trust Agreement and any other agreement to which the Trust or any Fund is a party shall look only to the appropriate Fund Trust Estate for payment or satisfaction thereof. In particular, but not by way of limitation: (a) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders Trustee shall have no liability or other instruments that are specifically required to be furnished to responsibility for the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements validity or sufficiency of this Trust Agreement. The Trustee shall give prompt written notice to Agreement or for the Depositor and the Administrative Agent form, character, genuineness, sufficiency, value or validity of any material lack of conformity of any such instrument to Trust Estate or the applicable provisions of this Trust AgreementShares. (b) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, however, that: (i) the The Trustee shall not be personally liable for an error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the Trustee shall not be personally liable with respect to any action taken, suffered actions taken or omitted to be taken by it in good faith and in accordance with the direction instructions of the Administrative Agent, the Depositor, the Calculation Agent or any Holder relating to the time, place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust AgreementSponsor. (c) The Trustee shall not be required have any liability for the acts or omissions of the Sponsor. (d) The Trustee shall not have any duty or obligation to supervise the performance of any obligations of the Sponsor. (e) No provision of this Trust Agreement shall require the Trustee to act or expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, hereunder if it has the Trustee shall have reasonable grounds for believing that such action, repayment of such funds or adequate indemnity against any related such risk or liability is not reasonably assured or provided to it. (df) Under no circumstances shall the Trustee be liable for indebtedness evidenced by or other obligations of the Trust or any Fund arising under this Trust Agreement or any other agreements to which the Trust is a party. (g) The Trustee shall have be under no power obligation to vary the corpus exercise any of the Down-MACRO Tradeable rights or powers vested in it by this Trust Agreement, or to appear in, institute, conduct or defend any action or litigation under this Trust Agreement or any other agreements to which the Trust or any Fund is a party, at the request, order or direction of the Sponsor or any Shareholders unless the Sponsor or such Shareholders have offered to Wilmington Trust, National Association (in its capacity as Trustee and individually) security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by Wilmington Trust, National Association (including, without limitation, the reasonable fees and expenses of its counsel) therein or thereby. (eh) In The Trustee shall not be required to take any action hereunder or otherwise if the event Trustee shall have reasonably determined, or shall have been advised by counsel, that the Transfer Agent and Registrar (if not also the Trustee) fails such action is likely to perform any obligation, duty or agreement result in the manner or liability on the day part of the Trustee or is contrary to the terms hereof or is otherwise contrary to law. (i) Whenever the Trustee is unable to decide between alternative courses of action permitted or required under by the terms of this Trust Agreement, or is unsure as to the application, intent, interpretation or meaning of any provision of this Trust Agreement, the Trustee shall promptly give notice (in such form as shall be obligatedappropriate under the circumstances) to the Sponsor requesting instruction as to the course of action to be adopted, as soon as possible upon knowledge of a Trust Officer and, to the extent the Trustee acts in good faith in accordance with any such instruction received, the Trustee shall not be liable on account of such failure action to any Person. If the Trustee shall not have received appropriate instructions within ten calendar days of sending such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action which is consistent, in its view, with this Trust Agreement, and receipt of appropriate records, if any, the Trustee shall have no liability to perform any Person for any such obligation, duty action or agreement in the manner required hereunderinaction. (j) The Trustee shall have no liability whatsoever to any Person except for its own willful misconduct or gross negligence.

Liability of Trustee. (a) The TrusteeTrustee shall have no liability or responsibility for, and make no warranties in connection with, the validity or enforceability of any of the Loan Documents or the description, value or status of title to the Property. Trustee shall be protected in acting upon receipt of all resolutionsany notice, certificatesrequest, statementsconsent, opinionsdemand, reportsstatement, documents, orders note or other instruments that are specifically required paper or document believed by Trustee to be furnished genuine and to have been signed by the party or parties purporting to sign the same. Trustee pursuant to shall not be liable for any provision hereoferror of judgment, nor for any act done or step taken or omitted, nor for any mistakes of law or fact, nor for anything which Trustee may do or refrain from doing in good faith, nor generally shall examine them to determine whether they conform on their face to the requirements of this Trust AgreementTrustee have any accountability hereunder except for willful misconduct or gross negligence. The powers and duties of Trustee hereunder may be exercised through such attorneys, agents or servants as Trustee may appoint, and Trustee shall give prompt written notice to the Depositor and the Administrative Agent of have no liability or responsibility for any material lack of conformity of any such instrument to the applicable provisions of this Trust Agreement. (b) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent actionact, its own negligent failure to act, its own bad faithnegligence or willful conduct of such attorney, its own reckless disregard of its duties hereunder agent or its own willful misconduct; providedservant, howeverso long as the selection was made with reasonable care. In addition, that: (i) the Trustee may consult with legal counsel selected by Trustee, and Trustee shall not be personally liable for an error have no liability or responsibility by reason of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the Trustee shall not be personally liable with respect any act or failure to any action taken, suffered or omitted by it in good faith and act in accordance with the direction opinions of such counsel. Trustee may act hereunder and may sell or otherwise dispose of the Administrative Agent, the Depositor, the Calculation Agent Property or any Holder relating to the timepart thereof as herein provided, place although Trustee has been, may now be or method may hereafter be, an attorney, officer, agent or employee of conducting Beneficiary or a Lender, in respect of any proceeding for any remedy available to the matter or business whatsoever. Trustee, or exercising any trust or power conferred upon the Trusteehowever, under this Trust Agreement. (c) The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against any related risk or liability is not reasonably assured to it. (d) The Trustee shall have no power obligation to vary the corpus sell all or any part of the Down-MACRO Tradeable TrustProperty following an Event of Default or to take any other action authorized to be taken by Trustee hereunder except upon the demand of Beneficiary. (e) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty or agreement in the manner or on the day required under this Trust Agreement, the Trustee shall be obligated, as soon as possible upon knowledge of a Trust Officer of such failure and receipt of appropriate records, if any, to perform such obligation, duty or agreement in the manner required hereunder.

Liability of Trustee. (a) The TrusteeTrustee shall have no liability or responsibility for, and make no warranties in connection with, the validity or enforceability of any of the Loan Documents or the description, value or status of title to the Property. Trustee shall be protected in acting upon receipt of all resolutionsany notice, certificatesrequest, statementsconsent, opinionsdemand, reportsstatement, documents, orders note or other instruments that are specifically required paper or document believed by Trustee to be furnished genuine and to have been signed by the party or parties purporting to sign the same. Trustee pursuant to shall not be liable for any provision hereoferror of judgment, nor for any act done or step taken or omitted, nor for any mistakes of law or fact, nor for anything which Trustee may do or refrain from doing in good faith, nor generally shall examine them to determine whether they conform on their face to the requirements of this Trust AgreementTrustee have any accountability hereunder except for willful misconduct or gross negligence. The powers and duties of Trustee hereunder may be exercised through such attorneys, agents or servants as Trustee may appoint, and Trustee shall give prompt written notice to the Depositor and the Administrative Agent of have no liability or responsibility for any material lack of conformity of any such instrument to the applicable provisions of this Trust Agreement. (b) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent actionact, its own negligent failure to act, its own bad faithnegligence or willful conduct of such attorney, its own reckless disregard of its duties hereunder agent or its own willful misconduct; providedservant, howeverso long as the selection was made with reasonable care. In addition, that: (i) the Trustee may consult with legal counsel selected by Trustee, and Trustee shall not be personally liable for an error have no liability or responsibility by reason of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the Trustee shall not be personally liable with respect any act or failure to any action taken, suffered or omitted by it in good faith and act in accordance with the direction opinions of such counsel. Trustee may act hereunder and may sell or otherwise dispose of the Administrative Agent, the Depositor, the Calculation Agent Property or any Holder relating part thereof as herein provided, although Trustee has been, may now be or may hereafter be, an attorney, officer, agent or employee of Beneficiary, in respect of any matter or business whatsoever. Trustee, however, shall have no obligation to sell all or any part of the time, place Property following an Event of Default or method to take any other action authorized to be taken by Trustee hereunder except upon the demand of conducting any proceeding for any remedy available to Beneficiary. The necessity of the Trustee, or exercising any trust or power conferred upon the substitute Trustee, under this Trust Agreementmaking bond is expressly waived. (c) The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against any related risk or liability is not reasonably assured to it. (d) The Trustee shall have no power to vary the corpus of the Down-MACRO Tradeable Trust. (e) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty or agreement in the manner or on the day required under this Trust Agreement, the Trustee shall be obligated, as soon as possible upon knowledge of a Trust Officer of such failure and receipt of appropriate records, if any, to perform such obligation, duty or agreement in the manner required hereunder.

Liability of Trustee. Except as otherwise provided in this Article II, in accepting the trust created hereby, CSC Delaware Trust Company acts solely as Trustee hereunder and not in its individual capacity, and all Persons having any claim against CSC Delaware Trust Company by reason of the transactions contemplated by this Trust Agreement and any other agreement to which the Trust is a party shall look only to the Trust Estate for payment or satisfaction thereof. The Trustee shall not be liable or accountable hereunder to the Trust or to any other Person or under any other agreement to which the Trust is a party, except for the Trustee’s own fraud, gross negligence, bad faith or willful misconduct. In particular, but not by way of limitation: (a) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders Trustee shall have no liability or other instruments that are specifically required to be furnished to responsibility for the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements validity or sufficiency of this Trust Agreement. The Trustee shall give prompt written notice to Agreement or for the Depositor and form, character, genuineness, sufficiency, enforceability, collectability, location, existence, value or validity of the Administrative Agent of any material lack of conformity of any such instrument to the applicable provisions of this Trust Agreement.Estate; (b) No provision of this Trust Agreement shall be construed to relieve the The Trustee from liability for its own negligent actionhas not prepared or verified, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, however, that: (i) the Trustee and shall not be personally responsible or liable for an error of judgment made for, any information, disclosure or other statement in good faith by a Trust Officer, unless it is proved that the Trustee was grossly negligent Prospectus or in ascertaining the pertinent facts; and (ii) the Trustee shall not be personally liable with respect to any action taken, suffered other document issued or omitted by it delivered in good faith and in accordance connection with the direction sale or transfer of the Administrative Agent, the Depositor, the Calculation Agent or any Holder relating to the time, place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement.Shares; (c) The Trustee shall not be required liable for any actions taken or omitted to be taken by it in accordance with the instructions of the Sponsor or the Liquidating Trustee; (d) The Trustee shall not have any liability for the acts or omissions of the Sponsor, the Transfer Agent, the Custodian or their respective delegates; (e) The Trustee shall have no duty or obligation to monitor or supervise the performance of any obligations of the Sponsor, the Custodian or their respective delegates or any Authorized Participant or any other Person; (f) No provision of this Trust Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder; (g) Under no circumstances shall the Trustee be liable for any obligations, representations, warranties, covenants or indebtedness of the Trust arising under this Trust Agreement or any other agreements to which the Trust is a party; (h) The Trustee shall be authorized but not obligated to take the actions of the Trust under this Agreement and the related documents and shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or any other agreements to which the Trust is a party, at the request, order or direction of the Sponsor unless the Sponsor has offered to CSC Delaware Trust Company (or any successor Trustee) (in its capacity as Trustee and individually) security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by CSC Delaware Trust Company (or such successor Trustee) (including, without limitation, the reasonable fees and expenses of its counsel) therein or thereby; (i) Notwithstanding anything contained herein to the contrary, the Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of, or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware, (ii) result in any fee, tax or other governmental charge becoming payable by the Trustee under the laws of any jurisdiction or any political subdivision thereof other than the State of Delaware or (iii) subject the Trustee to personal jurisdiction, other than in the State of Delaware, for causes of action arising from personal acts unrelated to the consummation of the actions of the Trustee contemplated by this Trust Agreement; (j) To the extent that, at law or in equity, the Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust, the Shareholders, the Beneficial Owners, or any other Person, the Trustee, acting under this Trust Agreement, shall not be liable to the Trust, the Shareholders, the Beneficial Owners or any other Person for its good faith reliance on the provisions of this Trust Agreement, and the provisions of this Trust Agreement, to the extent that they restrict or eliminate the duties and liabilities of the Trustee otherwise existing at law or in equity are agreed by the parties hereto to replace such other duties and liabilities of the Trustee; (k) The Trustee shall not be liable for special, punitive, exemplary, consequential or similar damages for a breach of the Trust Agreement under any circumstances, including, without limitation, lost profits; (l) If the Trustee is unsure of the application of any provision of this Agreement or any related agreement, then the Trustee may promptly deliver a notice to the Sponsor requesting written instructions as to the course of action desired by the Sponsor, and if the Trustee does not receive such instructions within ten Business Days after it has reasonable grounds for believing that repayment delivered such notice, or such shorter period of time set forth in such funds notice, it may, but shall be under no duty to, take or adequate indemnity against any related risk or liability is refrain from taking such action not reasonably assured to it.inconsistent with this Agreement; (dm) The Trustee shall not be required to take any action if the Trustee shall reasonably determine, or shall have been advised by counsel, that such action is likely to result in personal liability, or is contrary to the terms hereof or of any document contemplated hereby to which the Trustee is a party or otherwise contrary to law; (n) The Trustee shall have no power duty or obligation to vary manage, control, use, sell, dispose of or otherwise deal with the corpus Trust Estate, to prepare or file any document or report (including any securities or tax filings or reports, any financing or continuation statement, qualification to do business, licensing, commission filing or other filing for the Trust), or to otherwise perfect or maintain the perfection of any security interest or lien, or otherwise to take or refrain from taking any action under or in connection with this Agreement except as expressly required by the terms of this Agreement, and the right of the Down-MACRO Tradeable Trust. (e) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails Trustee to perform any obligationdiscretionary act enumerated in this Agreement or in any related document shall not be construed as a duty, duty and no implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any related agreement against the Trustee; (o) The Trustee shall not be liable for any action taken, or error of judgment made, in good faith by any officer or employee of the manner or on the day required under this Trust Agreement, Trustee; (p) In no event shall the Trustee shall be obligatedliable for forces beyond its control including strikes, as soon as possible upon knowledge work stoppages, acts of a Trust Officer war or terrorism, insurrection, revolution, nuclear or natural catastrophes, epidemics or pandemics, or acts of such failure God and receipt interruptions, loss or malfunctions of appropriate recordsutilities, if any, to perform such obligation, duty communications or agreement in the manner required hereunder.computer (software and hardware) services ; and

Liability of Trustee. Except as otherwise provided in this Article II, in accepting the trust created hereby, CSC Trust Company of Delaware acts solely as Trustee hereunder and not in its individual capacity, and all Persons having any claim against the Trustee by reason of the transactions contemplated by this Trust Agreement and any other agreement to which the Trust is a party shall look only to the Trust Estate in accordance with Section 3.7 hereof for payment or satisfaction thereof; provided, however, that in no event is the foregoing intended to affect or limit the liability of the Managing Owner as set forth in Section 1.6 hereof. The Trustee shall not be liable or accountable hereunder or under any other agreement to which the Trust is a party, except for its own gross negligence or willful misconduct. In particular, but not by way of limitation: (a) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders Trustee shall have no liability or other instruments that are specifically required to be furnished to responsibility for the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements validity or sufficiency of this Trust Agreement. Agreement or for the form, character, genuineness, sufficiency, value or validity of the Trust Estate; (b) The Trustee shall give prompt written notice not be liable for any actions taken or omitted to be taken by it in accordance with the Depositor and instructions of the Administrative Agent Managing Owner; (c) The Trustee shall not have any liability for the acts or omissions of the Managing Owner; (d) The Trustee shall not be liable for its failure to supervise the performance of any material lack obligations of conformity of the Managing Owner, any such instrument to the applicable provisions of this Trust Agreement.commodity broker or any selling agent; (be) No provision of this Trust Agreement shall be construed to relieve require the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, however, that: (i) the Trustee shall not be personally liable for an error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted by it in good faith and in accordance with the direction of the Administrative Agent, the Depositor, the Calculation Agent or any Holder relating to the time, place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement. (c) The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, hereunder if it has the Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against any related such risk or liability is not reasonably assured or provided to it.; (df) Under no circumstances shall the Trustee be liable for indebtedness evidenced by or other obligations of the Trust arising under this Trust Agreement or any other agreements to which the Trust is a party; (g) The Trustee shall have be under no power obligation to vary the corpus exercise any of the Down-MACRO Tradeable Trust. (e) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty rights or agreement powers vested in the manner or on the day required under it by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or any other agreements to which the Trust is a party, at the request, order or direction of the Managing Owner or any Owners unless the Managing Owner or such Owners have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Trustee (including, without limitation, the reasonable fees and expenses of its counsel) therein or thereby; and (h) Notwithstanding anything contained herein to the contrary, the Trustee shall not be obligatedrequired to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware, (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence as of the date hereof other than the State of Delaware becoming payable by the Trustee or (iii) subject the Trustee to personal jurisdiction, other than in the State of Delaware, for causes of action arising from personal acts unrelated to the consummation of the transactions by the Trustee, as soon as possible upon knowledge of a Trust Officer of such failure and receipt of appropriate recordsthe case may be, if any, to perform such obligation, duty or agreement in the manner required hereundercontemplated hereby.

Liability of Trustee. (a) The TrusteeTrustee shall not be liable for the acts or omissions of the Sponsor, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments that are specifically required to be furnished to nor shall the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to be liable for supervising or monitoring the requirements performance and the duties and obligations of the Sponsor or the Trust under this Trust Agreement. The Trustee shall give prompt written notice not be liable under any circumstances, except for a breach of its obligations pursuant to the Depositor and the Administrative Agent of any material lack of conformity of any such instrument to the applicable provisions of this Trust Agreement. (b) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, howeverbad faith or gross negligence. In particular, thatbut not by way of limitation: (i) the Trustee shall not be personally liable for an any error of judgment made in good faith by a Trust Officerfaith, unless it is proved that except to the Trustee was grossly negligent in ascertaining the pertinent facts; andextent such error of judgment constitutes gross negligence on its part; (ii) no provision in this Trust Agreement shall require the Trustee shall not be personally liable with respect to any action taken, suffered or omitted by it in good faith and in accordance with the direction of the Administrative Agent, the Depositor, the Calculation Agent or any Holder relating to the time, place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement. (c) The Trustee shall not be required to expend or risk its own personal funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if it has the Trustee shall have reasonable grounds for believing that repayment the payment of such funds or adequate indemnity against any related such risk or liability is not reasonably assured or provided to it; (iii) under no circumstances shall the Trustee be liable for any representation, warranty, covenant, agreement, or indebtedness of the Trust or any Series; (iv) the Trustee shall not be personally responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Sponsor; (v) under no circumstances shall the Trustee be personally liable for any representation, warranty, covenant, agreement, or indebtedness of the Trust or any Series; (vi) the Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Trustee may for all purposes hereof rely on a certificate, signed by the Sponsor, as to such fact or matter, and such certificate shall constitute full protection to the Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon; (vii) in the exercise or administration of the trust hereunder, the Trustee (a) may act directly or through agents or attorneys pursuant to agreements entered into with any of them, and the Trustee shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Trustee in good faith and with due care; and (b) may consult with counsel, accountants and other skilled persons to be selected by it in good faith and with due care and employed by it, and it shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons; (viii) except as expressly provided in this Section 3.04, in accepting and performing the Trust hereby created, the Trustee acts solely as Trustee hereunder and not in its individual capacity, and all persons having any claim against the Trustee by reason of the transactions contemplated by this Trust Agreement shall look only to the Trust’s property for payment or satisfaction thereof; (ix) the Trustee shall not be liable for punitive, exemplary, consequential, special or other similar damages however styled, including lost profits, for a breach of this Trust Agreement under any circumstances; (x) the Trustee shall not be obligated to give any bond or other security for the performance of any of its duties hereunder. (dxi) The the Trustee has not prepared or verified, and shall not be responsible or liable for, any information, disclosure or other statement in the Prospectus or in any other document issued or delivered in connection with the sale or transfer of the Shares; (xii) the Trustee shall have no power not be liable for any actions taken or omitted to vary be taken by it in accordance with the corpus instructions of the Down-MACRO Tradeable Trust.Sponsor provided that the Trustees’ actions or omissions do not involve willful misconduct, bad faith or gross negligence; (exiii) In the event Trustee shall be authorized but not obligated to take the actions of the Trust under this Trust Agreement and the related documents and shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or any other agreements to which the Trust is a party, at the request, order or direction of the Sponsor unless the Sponsor has offered to Delaware Trust Company (or any successor Trustee) (in its capacity as Trustee and individually) security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by Delaware Trust Company (or such successor Trustee) (including, without limitation, the Transfer Agent reasonable fees and Registrar expenses of its counsel) therein or thereby (xiv) Notwithstanding anything contained herein to the contrary, the Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if not also the taking of such action will (i) require the consent or approval or authorization or order of, or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware, (ii) result in any fee, tax or other governmental charge becoming payable by the Trustee under the laws of any jurisdiction or any political subdivision thereof other than the State of Delaware or (iii) subject the Trustee to personal jurisdiction, other than in the State of Delaware, for causes of action arising from personal acts unrelated to the consummation of the actions of the Trustee contemplated by this Trust Agreement; (xv) to the extent that, at law or in equity, the Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust, the Shareholders, or any other Person, the Trustee) fails to perform any obligation, duty or agreement in the manner or on the day required acting under this Trust Agreement, shall not be liable to the Trust, the Shareholders, or any other Person for its good faith reliance on the provisions of this Trust Agreement, and the provisions of this Trust Agreement, to the extent that they restrict or eliminate the duties and liabilities of the Trustee otherwise existing at law or in equity are agreed by the parties hereto to replace such other duties and liabilities of the Trustee; (xvi) if the Trustee is unsure of the application of any provision of this Agreement or any related agreement, then the Trustee may promptly deliver a notice to the Sponsor requesting written instructions as to the course of action desired by the Sponsor, and if the Trustee does not receive such instructions within ten Business Days after it has delivered such notice, or such shorter period of time set forth in such notice, it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Agreement; (xvii) the Trustee shall be obligatedhave no duty or obligation to manage, as soon as possible upon knowledge control, use, sell, dispose of a or otherwise deal with the Trust Officer of such failure and receipt of appropriate records, if anyProperty, to prepare or file any document or report (including any securities or tax filings or reports, any financing or continuation statement, qualification to do business, licensing, commission filing or other filing for the Trust), or to otherwise perfect or maintain the perfection of any security interest or lien, or otherwise to take or refrain from taking any action under or in connection with this Agreement except as expressly required by the terms of this Agreement, and the right of the Trustee to perform such obligationany discretionary act enumerated in this Agreement or in any related document shall not be construed as a duty, duty and no implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any related agreement against the Trustee; (xviii) the Trustee shall not be liable for any action taken, or error of judgment made, in good faith by any officer or employee of the Trustee without willful misconduct or gross negligence; (xix) in no event shall the Trustee be liable for forces beyond its control including strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes, epidemics or pandemics, or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services ; and (xx) the Trustee may earn compensation in the manner required hereunderform of short-term interest (“float”) on items like uncashed distribution checks (from the date issued until the date cashed), funds that the Trustee is directed not to invest and deposits awaiting investment direction or received too late to be invested overnight in previously directed investments.

Liability of Trustee. (a) The recitals of facts herein and in the Bonds contained shall not be taken as statements of the Trustee, upon receipt and the Trustee shall not assume responsibility for the correctness of all resolutionsthe same, certificates, statements, opinions, reports, documents, orders or other instruments that are specifically required to be furnished make any representations as to the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements validity or sufficiency of this Trust AgreementIndenture, the Bonds or the Lease, nor shall the Trustee incur any responsibility in respect thereof, other than as expressly stated herein in connection with the respective duties or obligations herein or in the Bonds assigned to or imposed upon it. The Trustee shall, however, be responsible for its representations contained in its certificate of authentication on the Bonds. The Trustee shall give prompt written notice not be liable in connection with the performance of its duties hereunder, except for its own negligence. The Trustee may become the Owner of Bonds with the same rights it would have if it were not Trustee, and, to the Depositor extent permitted by law, may act as depository for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the Administrative Agent rights of any material lack Bond Owners, whether or not such committee shall represent the Owners of conformity a majority in principal amount of any such instrument to the applicable provisions of this Trust AgreementBonds then Outstanding. (b) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, however, that: (i) the The Trustee shall not be personally liable for an any error of judgment made in good faith by a Trust Officerresponsible officer, unless it is shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and. (iic) the The Trustee shall not be personally liable with respect to any action taken, suffered taken or omitted to be taken by it in good faith and in accordance with the direction of the Administrative Agent, Owners of not less than a majority in aggregate principal amount of the Depositor, Bonds at the Calculation Agent or any Holder time Outstanding relating to the time, method and place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, Trustee under this Trust AgreementIndenture. (cd) The Trustee shall not be liable for any action taken by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture. (e) The Trustee shall not be deemed to have knowledge of any Event of Default hereunder, or any other event which, with the passage of time, the giving of notice, or both, would constitute an Event of Default hereunder unless and until it shall have actual knowledge thereof, or a corporate trust officer shall have received written notice thereof, at its Office. Except as otherwise expressly provided herein, the Trustee shall not be bound to ascertain or inquire as to the performance or observance by the Authority or the City of any of the terms, conditions, covenants or agreements herein, under the Lease or of any of the documents executed in connection with the Bonds, or as to the existence of an Event of Default or an event which would, with the giving of notice, the passage of time, or both, constitute an Event of Default. The Trustee shall not be responsible for the validity, effectiveness or priority of any collateral given to or held by it. Without limiting the generality of the foregoing, the Trustee shall not be required to ascertain or inquire as to the performance or observance by the City and the Authority of the terms, conditions, covenants or agreements set forth in the Lease, other than the covenants of the City to make Lease Payments to the Trustee when due, such reports and certifications as the City are required to file with the Trustee thereunder. (f) Except for giving notice of an Event of Default pursuant to Section 7.01 hereof, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers hereunderpowers, if it has reasonable grounds for believing is not assured to its satisfaction that the repayment of such funds or adequate indemnity against any related such risk or liability is not reasonably assured to it. (dg) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. (h) The Trustee shall have be under no power obligation to vary the corpus exercise any of the Down-MACRO Tradeable Trustrights or powers vested in it by this Indenture at the request or direction of Owners pursuant to this Indenture, unless such Owners shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. No permissive power, right or remedy conferred upon the Trustee hereunder shall be construed to impose a duty to exercise such power, right or remedy. (ei) Whether or not therein expressly so provided, every provision of this Indenture and the Lease relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of Section 8.01(a), this Section 8.03 and Section 8.04 hereof. (j) The Trustee shall not be concerned with or accountable to anyone for the subsequent use or application of any moneys which shall be released or withdrawn in accordance with the provisions hereof. (k) The Trustee makes no representation or warranty, expressed or implied as to the title, value, design, compliance with specifications or legal requirements, quality, durability, operation, condition, merchantability or fitness for any particular purpose for the use contemplated by the Authority or the City of the Leased Property. In no event shall the event Trustee be liable for incidental, indirect, special or consequential damages in connection with or arising from the Lease or this Indenture for the existence, furnishing or use of the Leased Property. (l) Except to the extent that the Transfer Agent and Registrar (if not also information was provided by the Trustee) fails to perform any obligation, duty or agreement in the manner or on the day required under this Trust Agreement, the Trustee shall have no responsibility with respect to any information, statement, or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds. (m) The indemnities extended to the Trustee also extend to its directors, officers, employees and agents. (n) The Trustee may become the owner or pledgee of any Bonds with the same rights it would have if it were not Trustee. (o) The Trustee shall not be obligatedconsidered in breach of or in default in its obligations hereunder or progress in respect thereto in the event of enforced delay (“unavoidable delay”) in the performance of such obligations due to unforeseeable causes beyond its control and without its fault or negligence, as soon as possible upon knowledge including, but not limited to, Acts of God or of the public enemy or terrorists, acts of a Trust Officer government, acts of the other party, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, earthquakes, explosion, mob violence, riot, inability to procure or general sabotage or rationing of labor, equipment, facilities, sources of energy, material or supplies in the open market, litigation or arbitration involving a party or others relating to zoning or other governmental action or inaction pertaining to the Leased Property, malicious mischief, condemnation, and unusually severe weather or delays of suppliers or subcontractors due to such causes or any similar event and/or occurrences beyond the control of the Trustee. (p) The Trustee agrees to accept and act upon facsimile transmission of written instructions and/or directions pursuant to this Indenture provided, however, that: (a) subsequent to such facsimile transmission of written instructions and/or directions the Trustee shall forthwith receive the originally executed instructions and/or directions, (b) such originally executed instructions and/or directions shall be signed by a person as may be designated and authorized to sign for the party signing such instructions and/or directions, and (c) the Trustee shall have received a current incumbency certificate containing the specimen signature of such failure and receipt of appropriate records, if any, to perform such obligation, duty or agreement in the manner required hereunderdesignated person.

Liability of Trustee. (a) The TrusteeTrustee shall not be liable for the acts or omissions of the Sponsor, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments that are specifically required to be furnished to nor shall the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to be liable for supervising or monitoring the requirements performance and the duties and obligations of the Sponsor or the Trust under this Trust Agreement. The Trustee shall give prompt written notice to the Depositor and the Administrative Agent of not be personally liable under any material lack of conformity of any such instrument to the applicable provisions of this Trust Agreement. (b) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability circumstances, except for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, howeverbad faith or gross negligence. In particular, thatbut not by way of limitation: (ia) the Trustee shall not be personally liable for an any error of judgment made in good faith by a Trust Officer, unless it is proved that except to the extent such error of judgment constitutes gross negligence on its part; (b) no provision of this Agreement shall require the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted by it in good faith and in accordance with the direction of the Administrative Agent, the Depositor, the Calculation Agent or any Holder relating to the time, place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement. (c) The Trustee shall not be required to expend or risk its own personal funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if it has the Trustee shall have reasonable grounds for believing that repayment the payment of such funds or adequate indemnity against any related such risk or liability is not reasonably assured or provided to it.; (c) under no circumstances shall the Trustee be personally liable for any representation, warranty, covenant, agreement, or indebtedness of the Trust; (d) The the Trustee shall have no power to vary the corpus not be personally responsible for or in respect of the Down-MACRO Tradeable Trust.validity or sufficiency of this Trust Agreement or for the due execution hereof by the Sponsor; (e) In the event Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. The Trustee may accept a certified copy of a resolution of any governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the Transfer Agent same is in full force and Registrar (if not also the Trustee) fails effect. As to perform any obligation, duty fact or agreement in matter the manner or on the day required under this Trust Agreementof ascertainment of which is not specifically prescribed herein, the Trustee shall be obligatedmay for all purposes hereof rely on a certificate, signed by an authorized officer of the Sponsor or any other corresponding directing party, as soon as possible upon knowledge to such fact or matter, and such certificate shall constitute full protection to the Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon; (f) in the exercise or administration of a Trust Officer the trust hereunder, the Trustee (i) may act directly or through agents or attorneys pursuant to agreements entered into with any of them, and the Trustee shall not be liable for the default or misconduct of such failure agents or attorneys if such agents or attorneys shall have been selected by the Trustee in good faith and receipt with due care and (ii) may consult with counsel, accountants and other skilled persons to be selected by it in good faith and with due care and employed by it, and it shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of appropriate recordsany such counsel, if anyaccountants or other skilled persons; (g) except as expressly provided in this Article III, in accepting and performing the trust hereby created the Trustee acts solely as a trustee hereunder and not in its individual capacity, and all persons having any claim against the Trustee by reason of the transactions contemplated by this Trust Agreement shall look only to perform such obligationthe Trust’s property for payment or satisfaction thereof; and (h) the Trustee shall not be liable for punitive, duty exemplary, consequential, special or agreement in the manner required hereunderother similar damages under any circumstances.

Liability of Trustee. (a) The TrusteeTrustee shall have no liability or responsibility for, and make no warranties in connection with, the validity or enforceability of any of the Loan Documents or the description, value or status of title to the Property. Trustee shall be protected in acting upon receipt of all resolutionsany notice, certificatesrequest, statementsconsent, opinionsdemand, reportsstatement, documents, orders note or other instruments that are specifically required paper or document believed by Trustee to be furnished genuine and to have been signed by the party or parties purporting to sign the same. Trustee pursuant to shall not be liable for any provision hereoferror of judgment, nor for any act done or step taken or omitted, nor for any mistakes of law or fact, nor for anything which Trustee may do or refrain from doing in good faith, nor generally shall examine them to determine whether they conform on their face to the requirements of this Trust AgreementTrustee have any accountability hereunder. WITHOUT LIMITATION, THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO TRUSTEE WITH RESPECT TO MATTERS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF, OR ARE CLAIMED TO BE CAUSED BY OR ARISE OUT OF, THE NEGLIGENCE (WHETHER SOLE, COMPARATIVE OR CONTRIBUTORY) OR STRICT LIABILITY OF TRUSTEE. HOWEVER, SUCH INDEMNITIES SHALL NOT APPLY TO TRUSTEE TO THE EXTENT THAT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF TRUSTEE. The powers and duties of Trustee hereunder may be exercised through such attorneys, agents or servants as Trustee may appoint, and Trustee shall give prompt written notice to the Depositor and the Administrative Agent of have no liability or responsibility for any material lack of conformity of any such instrument to the applicable provisions of this Trust Agreement. (b) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent actionact, its own negligent failure to act, its own bad faithnegligence or willful conduct of such attorney, its own reckless disregard of its duties hereunder agent or its own willful misconduct; providedservant, howeverso long as the selection was made with reasonable care. In addition, that: (i) the Trustee may consult with legal counsel selected by Trustee, and Trustee shall not be personally liable for an error have no liability or responsibility by reason of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the Trustee shall not be personally liable with respect any act or failure to any action taken, suffered or omitted by it in good faith and act in accordance with the direction opinions of such counsel. Trustee may act hereunder and may sell or otherwise dispose of the Administrative Agent, the Depositor, the Calculation Agent Property or any Holder relating to the timepart thereof as herein provided, place although Trustee has been, may now be or method may hereafter be, an attorney, officer, agent or employee of conducting Beneficiary or a Lender, in respect of any proceeding for any remedy available to the matter or business whatsoever. Trustee, or exercising any trust or power conferred upon the Trusteehowever, under this Trust Agreement. (c) The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against any related risk or liability is not reasonably assured to it. (d) The Trustee shall have no power obligation to vary the corpus sell all or any part of the Down-MACRO Tradeable TrustProperty following an Event of Default or to take any other action authorized to be taken by Trustee hereunder except upon the demand of Beneficiary. (e) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty or agreement in the manner or on the day required under this Trust Agreement, the Trustee shall be obligated, as soon as possible upon knowledge of a Trust Officer of such failure and receipt of appropriate records, if any, to perform such obligation, duty or agreement in the manner required hereunder.

Liability of Trustee. (a) The Trusteerecitals of facts, upon receipt agreements and covenants herein and in the Obligations shall be taken as recitals of all resolutionsfacts, certificatesagreements and covenants of the Authority, statements, opinions, reports, documents, orders and the Trustee assumes no responsibility for the correctness of the same or other instruments that are specifically required to be furnished makes any representation as to the Trustee pursuant sufficiency or validity hereof or of the Obligations, or shall incur any responsibility in respect thereof other than in connection with the rights or obligations assigned to any provision hereofor imposed upon it herein, shall examine them to determine whether they conform on their face to in the requirements of this Trust AgreementObligations or in law or equity. The Trustee shall give prompt written notice to not be liable in connection with the Depositor and the Administrative Agent of any material lack of conformity of any such instrument to the applicable provisions of this Trust Agreement. (b) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard performance of its duties hereunder or except for its own negligence or willful misconduct; provided, however, that: (i) the . The Trustee shall not be personally bound to recognize any person as the Holder of an Obligation unless and until such Obligation is submitted for inspection, if required, and such Holder’s title thereto satisfactorily established, if disputed. The Trustee shall not be liable for an any error of judgment made in good faith by a Trust Officerfaith, unless it is shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the . The Trustee shall not be personally liable with respect to any action taken, suffered taken or omitted to be taken by it in good faith and in accordance with the direction of the Administrative AgentHolders of not less than a majority in aggregate principal amount of the Obligations at the time Outstanding, the Depositor, the Calculation Agent or any Holder relating to the time, method and place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, Trustee under this Trust Agreement. (c) . The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement at the request, order or direction of any of the Holders pursuant to the provisions of this Trust Agreement unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the reasonable costs, expenses and liabilities that may be incurred therein or thereby. The Trustee has no obligation or liability to the Holders for the payment of the interest on, principal of or Prepayment premium, if any, with respect to the Obligations from its own funds; but rather the Trustee’s obligations shall be limited to the performance of its duties hereunder. The Trustee shall not be required deemed to have knowledge of any event of default (except payment defaults) unless and until a Responsible Officer shall have actual knowledge thereof or a Responsible Officer of the Trustee shall have received written notice thereof at its Designated Office. The Trustee shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements herein or of any of the documents executed in connection with the Obligations, or as to the existence of a default or event of default thereunder. The Trustee shall not be responsible for the validity or effectiveness of any collateral given to or held by it. The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through attorneys-in-fact, agents or receivers, but shall be answerable for the negligence or misconduct of any such attorney-in-fact, agent or receiver. The Trustee shall be entitled to advice of counsel and other professionals concerning all matters of trust and its duty hereunder, but the Trustee shall not be answerable for the professional malpractice of any attorney-in-law or certified public accountant in connection with the rendering of his professional advice in accordance with the terms of this Trust Agreement, if such attorney-in-law or certified public accountant was selected by the Trustee with due care. The Trustee shall not be concerned with or accountable to anyone for the subsequent use or application of any moneys which shall be released or withdrawn in accordance with the provisions hereof. Whether or not therein expressly so provided, every provision of this Trust Agreement, the Sublease or related documents relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Article. The Trustee makes no representation or warranty, express or implied, as to the title, value, design, compliance with specifications or legal requirements, quality, durability, operation, condition, merchantability or fitness for any particular purpose for the use contemplated by the Authority or County of the Facilities or the Project. In no event shall the Trustee be liable for incidental, indirect, special, punitive or consequential damages of any kind whatsoever (including, but not limited to, loss of profit) in connection with or arising from the Sublease or this Trust Agreement for the existence, furnishing or use of the Facilities or the Project, irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Trustee shall be protected in acting upon any notice, resolution, requisition, request (including any Written Request of the Authority or the County), consent, order, certificate, report, opinion, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. Before the Trustee acts or refrains from acting, the Trustee may consult with counsel, who may be counsel of or to the Authority or to the Holder, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. Whenever in the administration of its rights and obligations hereunder the Trustee shall deem it necessary or desirable that a matter be established or proved prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of bad faith on the part of the Trustee, be deemed to be conclusively proved and established by a Certificate of the Authority or the Holder, which certificate shall be full warrant to the Trustee for any action taken or suffered under the provisions hereof upon the faith thereof, but in its discretion the Trustee may in lieu thereof accept other evidence of such matter or may require such additional evidence as it may deem reasonable. No provision of this Trust Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance or exercise of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers hereunder, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against any related risk or liability powers. The Trustee is not reasonably assured to itresponsible for the content of any official statement or any other offering or disclosure material prepared in connection with the Obligations. (d) The Trustee shall have no power to vary the corpus of the Down-MACRO Tradeable Trust. (e) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty or agreement in the manner or on the day required under this Trust Agreement, the Trustee shall be obligated, as soon as possible upon knowledge of a Trust Officer of such failure and receipt of appropriate records, if any, to perform such obligation, duty or agreement in the manner required hereunder.

Liability of Trustee. (a) The Trusteerecitals of facts herein, upon receipt in the other Bond Documents and in the Bonds contained shall be taken as statements of all resolutionsthe Authority or the parties thereto, certificatesand the Trustee shall assume no responsibility for the correctness of the same, statements, opinions, reports, documents, orders or other instruments that are specifically required to be furnished make any representations as to the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements validity or sufficiency of this Indenture or of the Trust AgreementEstate or of the Bonds or shall incur any responsibility in respect thereof, other than in connection with the duties or obligations herein or in the Bonds assigned to or imposed upon it. The Trustee makes no representation that the proceeds of the Bonds will be sufficient for purpose of the Projects. The Trustee shall, however, be responsible for its representations contained in its certificate of authentication on the Bonds. The Trustee shall give prompt written notice not be responsible for any use of moneys disbursed by it under the terms of this Indenture. The Trustee shall not be liable in connection with the performance of its duties hereunder, except for its own gross negligence or willful misconduct. The Trustee may become the owner of Bonds with the same rights it would have if it were not Trustee and, to the Depositor extent permitted by law, may act as depositary for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Bondholders, whether or not such committee shall represent the Holders of a majority in principal amount of the Bonds then Outstanding. The Trustee may have other trust and financial relationships with the Authority, the Bank and the Administrative Agent of any material lack of conformity of any such instrument to the applicable provisions of this Trust AgreementCompany. (b) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, however, that: (i) the The Trustee shall not be personally liable for an any error of judgment made in good faith by a Trust Officerresponsible officer, unless it is shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and. The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as a duty. (iic) the The Trustee shall not be personally liable with respect to any action taken, suffered taken or omitted to be taken by it in good faith and in accordance with the direction of the Administrative Agent, Holders of not less than a majority in aggregate principal amount of the Depositor, Bonds at the Calculation Agent or any Holder time Outstanding relating to the time, method and place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, Trustee under this Trust AgreementIndenture. (cd) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture (other than the making of a draw under the Letters of Credit in accordance with their respective terms and the terms hereof, declaring the principal of the Bonds to be immediately due and payable when required hereunder or making payments on the Bonds when due) at the request, order or direction of any of the Bondholders pursuant to the provisions of this Indenture unless such Bondholders shall have offered to the Trustee indemnification to its satisfaction for indemnity against the costs, expenses and liabilities which may be incurred therein or thereby. (e) The Trustee shall not be liable for any action taken by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture. (f) The Trustee shall not be required to file any bond or security. (g) The Trustee may employ and act through agents and attorneys in the performance of its duties hereunder and shall not be responsible for the costs of such agents and attorneys selected by it with reasonable care. (h) The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against any related risk or liability is not reasonably assured to it. (d) The Trustee shall have no power to vary the corpus of the Down-MACRO Tradeable Trust. (e) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty or agreement in the manner or on the day required under this Trust Agreement, the Trustee shall be obligated, as soon as possible upon knowledge of a Trust Officer of such failure and receipt of appropriate records, if any, to perform such obligation, duty or agreement in the manner required hereunder.

Liability of Trustee. (a1) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments that are specifically required to be furnished Except to the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements of this Trust Agreement. The Trustee shall give prompt written notice to the Depositor and the Administrative Agent of any material lack of conformity of any such instrument to the applicable provisions of this Trust Agreement. (b) No provision of this Trust Agreement shall be construed to relieve extent that the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder has acted with gross negligence or its own willful misconduct; provided, howeverthe Company shall indemnify the Trustee (whether or not the Trustee has resigned or been removed) against any and all claims, thatliabilities, losses, damages, and expenses, including reasonable attorney, accountant, and other advisory fees (“Losses”), incurred as a result of: (i) any action or omission of the Trustee shall not be personally liable for an error of judgment made taken in good faith by a Trust Officerin accordance with any information, unless it is proved that instruction, direction, or opinion given to the Trustee was grossly negligent in ascertaining by the pertinent facts; andCompany or the Committee, or any person or entity appointed by any of them and authorized to give any information, instruction, direction, or opinion to the Trustee; (ii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted by it in good faith and in accordance with the direction failure of the Administrative AgentCompany or Committee, or any person or entity appointed by any of them to make timely disclosure to the Trustee of information necessary for the Trustee to fulfill its duties under this Agreement which any of them or any appointee knows or should know if it acted in a reasonably prudent manner; or (iii) any breach of fiduciary duty by the Company (to the extent the Company is a fiduciary), the Depositor, the Calculation Agent Committee or any Holder relating person or entity appointed by any of them, other than such a breach which is caused by any failure of the Trustee to the time, place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, perform its duties under this Trust AgreementFund. The duties and obligations of the Trustee shall be limited to those expressly imposed upon it by this Agreement or any later amendment agreed upon by the Parties. The Committee shall retain responsibility for administrative duties required under the Plan or applicable law, which are not expressly imposed upon or agreed to in writing by the Trustee. (c2) The Trustee shall not be required liable for the acts or omissions of the Committee except where the Trustee is acting as an Investment Manager or has appointed an affiliate as Investment Manager, and except with respect to expend any acts or risk its own funds omissions of the Committee in which the Trustee participates knowingly or otherwise incur any financial liability in which the performance Trustee knowingly undertakes to conceal, and which the Trustee knows or reasonably should know constitutes a breach of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against any related risk or liability is not reasonably assured to itfiduciary responsibility. (d3) The As a directed Trustee, the Trustee shall have no power responsibility to vary review or question the corpus distribution instructions or the investment directions it receives from any authorized persons or to review any such investment directions regarding the acquisition, holding or disposition of any investment or to make any recommendations with respect to the disposition or continued retention of any such investment. When accepting and implementing investment directions, the Trustee will have no responsibility or liability for compliance with any applicable requirements in the Plan document or this Agreement concerning Plan investments or for any loss or diminution in value which results from the choice of investments for the Trust Fund. The Trustee will have no responsibility or liability for any action taken or not taken in reliance on the investment instructions of any person properly authorized to direct investments as described in Paragraph B. (4) The Committee shall not be liable for the acts or omissions of the Down-MACRO Tradeable TrustTrustee except with respect to any acts or omissions of the Trustee in which the Committee participates knowingly or which the Committee knowingly undertakes to conceal, and which Committee knows or reasonably should know constitutes a breach of fiduciary responsibility. (e5) In If at any time the event that Committee shall be incapable for any reason of giving instructions, directions or authorizations to the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty or agreement Trustee as provided in the manner or on the day required under this Trust Agreement, the Trustee may, without liability to itself, act without such instructions, directions or authorizations as it, in its discretion, shall deem appropriate or advisable under the circumstances for carrying out the provisions of the Plan or this Agreement. (6) Except to the extent that a Cal-Maine Indemnified Party (defined below) has acted with gross negligence or willful misconduct, the Trustee shall indemnify the Company and the Committee and their officers, employees and agents (“Cal-Maine Indemnified Parties”) against, and hold them harmless from Losses (as defined in Paragraph K(1)) which may be obligatedimposed on, as soon as possible upon knowledge incurred by or asserted against the Cal-Maine Indemnified Parties at any time by reason of a Trust Officer the Trustee’s gross negligence, bad faith, willful misconduct or failure to fulfill its duties under this Agreement. This provision shall survive termination of such failure and receipt of appropriate records, if any, to perform such obligation, duty or agreement in the manner required hereunderthis Agreement.

Liability of Trustee. Except as otherwise provided in this Article II, in accepting the trust created hereby, Delaware Trust Company acts solely as Trustee hereunder and not in its individual capacity, and all Persons having any claim against Delaware Trust Company by reason of the transactions contemplated by this Trust Agreement and any other agreement to which the Trust is a party shall look only to the Trust Estate for payment or satisfaction thereof. The Trustee shall not be liable or accountable hereunder to the Trust or to any other Person or under any other agreement to which the Trust is a party, except for the Trustee’s own fraud, gross negligence, bad faith or willful misconduct. In particular, but not by way of limitation: (a) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders Trustee shall have no liability or other instruments that are specifically required to be furnished to responsibility for the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements validity or sufficiency of this Trust Agreement. The Trustee shall give prompt written notice to Agreement or for the Depositor and form, character, genuineness, sufficiency, enforceability, collectability, location, existence, value or validity of the Administrative Agent of any material lack of conformity of any such instrument to the applicable provisions of this Trust Agreement.Estate; (b) No provision of this Trust Agreement shall be construed to relieve the The Trustee from liability for its own negligent actionhas not prepared or verified, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, however, that: (i) the Trustee and shall not be personally responsible or liable for an error of judgment made for, any information, disclosure or other statement in good faith by a Trust Officer, unless it is proved that the Trustee was grossly negligent Prospectus or in ascertaining the pertinent facts; and (ii) the Trustee shall not be personally liable with respect to any action taken, suffered other document issued or omitted by it delivered in good faith and in accordance connection with the direction sale or transfer of the Administrative Agent, the Depositor, the Calculation Agent or any Holder relating to the time, place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement.Shares; (c) The Trustee shall not be required liable for any actions taken or omitted to be taken by it in accordance with the instructions of the Sponsor or the Liquidating Trustee; (d) The Trustee shall not have any liability for the acts or omissions of the Sponsor, the Transfer Agent, the Custodian or their respective delegates; (e) The Trustee shall have no duty or obligation to monitor or supervise the performance of any obligations of the Sponsor, the Custodian or their respective delegates or any Authorized Participant or any other Person; (f) No provision of this Trust Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder; (g) Under no circumstances shall the Trustee be liable for any obligations, representations, warranties, covenants or indebtedness of the Trust arising under this Trust Agreement or any other agreements to which the Trust is a party; (h) The Trustee shall be authorized but not obligated to take the actions of the Trust under this Agreement and the related documents and shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or any other agreements to which the Trust is a party, at the request, order or direction of the Sponsor unless the Sponsor has offered to Delaware Trust Company (or any successor Trustee) (in its capacity as Trustee and individually) security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by Delaware Trust Company (or such successor Trustee) (including, without limitation, the reasonable fees and expenses of its counsel) therein or thereby; (i) Notwithstanding anything contained herein to the contrary, the Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of, or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware, (ii) result in any fee, tax or other governmental charge becoming payable by the Trustee under the laws of any jurisdiction or any political subdivision thereof other than the State of Delaware or (iii) subject the Trustee to personal jurisdiction, other than in the State of Delaware, for causes of action arising from personal acts unrelated to the consummation of the actions of the Trustee contemplated by this Trust Agreement; (j) To the extent that, at law or in equity, the Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust, the Shareholders, the Beneficial Owners, or any other Person, the Trustee, acting under this Trust Agreement, shall not be liable to the Trust, the Shareholders, the Beneficial Owners or any other Person for its good faith reliance on the provisions of this Trust Agreement, and the provisions of this Trust Agreement, to the extent that they restrict or eliminate the duties and liabilities of the Trustee otherwise existing at law or in equity are agreed by the parties hereto to replace such other duties and liabilities of the Trustee; (k) The Trustee shall not be liable for special, punitive, exemplary, consequential or similar damages for a breach of the Trust Agreement under any circumstances, including, without limitation, lost profits; (l) If the Trustee is unsure of the application of any provision of this Agreement or any related agreement, then the Trustee may promptly deliver a notice to the Sponsor requesting written instructions as to the course of action desired by the Sponsor, and if the Trustee does not receive such instructions within ten Business Days after it has reasonable grounds for believing that repayment delivered such notice, or such shorter period of time set forth in such funds notice, it may, but shall be under no duty to, take or adequate indemnity against any related risk or liability is refrain from taking such action not reasonably assured to it.inconsistent with this Agreement; (dm) The Trustee shall not be required to take any action if the Trustee shall reasonably determine, or shall have been advised by counsel, that such action is likely to result in personal liability, or is contrary to the terms hereof or of any document contemplated hereby to which the Trustee is a party or otherwise contrary to law; (n) The Trustee shall have no power duty or obligation to vary manage, control, use, sell, dispose of or otherwise deal with the corpus Trust Estate, to prepare or file any document or report (including any securities or tax filings or reports, any financing or continuation statement, qualification to do business, licensing, commission filing or other filing for the Trust), or to otherwise perfect or maintain the perfection of any security interest or lien, or otherwise to take or refrain from taking any action under or in connection with this Agreement except as expressly required by the terms of this Agreement, and the right of the Down-MACRO Tradeable Trust. (e) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails Trustee to perform any obligationdiscretionary act enumerated in this Agreement or in any related document shall not be construed as a duty, duty and no implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any related agreement against the Trustee; (o) The Trustee shall not be liable for any action taken, or error of judgment made, in good faith by any officer or employee of the manner or on the day required under this Trust Agreement, Trustee; (p) In no event shall the Trustee shall be obligatedliable for forces beyond its control including strikes, as soon as possible upon knowledge work stoppages, acts of a Trust Officer war or terrorism, insurrection, revolution, nuclear or natural catastrophes, epidemics or pandemics, or acts of such failure God and receipt interruptions, loss or malfunctions of appropriate recordsutilities, if any, to perform such obligation, duty communications or agreement in the manner required hereunder.computer (software and hardware) services ; and

Liability of Trustee. (aA) The recitals, statements and representations of facts herein and in the Bonds contained shall be taken as statements of the Authority and not the Trustee, upon receipt and the Trustee shall not assume nor have any responsibility or obligation for the correctness of all resolutionsthe same, certificates, statements, opinions, reports, documents, orders or other instruments that are specifically required to be furnished make any representations as to the Trustee pursuant to any provision hereofvalidity, shall examine them to determine whether they conform on their face to the requirements priority or sufficiency of this Trust Indenture, the Loan Agreement, of the Bonds or the perfection or maintenance of the perfection of any security interest granted hereby. In addition, the Trustee shall assume no responsibility with respect to this Indenture or the Bonds other than in connection with the duties or obligations assigned to or imposed upon the Trustee herein or in the Bonds. The Trustee shall, however, be responsible for its representations contained in its certificate of authentication on the Bonds. The Trustee shall give prompt written notice not be liable in connection with the performance of its duties hereunder, except for its own gross negligence or willful misconduct. The Trustee may become the Holder of Bonds with the same rights it would have if it were not Trustee and, to the Depositor extent permitted by law, may act as depository for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the Administrative Agent rights of Bondholders, whether or not such committee shall represent the Holders of a majority in principal amount of the Bonds then Outstanding. The Trustee may execute any material lack of conformity the trusts or powers set forth herein and perform the duties required of it hereunder by or through attorneys, agents, employees or receivers and shall be entitled to and may conclusively rely upon the advice of counsel concerning all matters of trusts and its duties herein and shall not be answerable for the conduct of any such instrument to attorney, agent, employee or receiver if appointed by the applicable provisions of this Trust AgreementTrustee with reasonable care. (bB) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, however, that: (i) the The Trustee shall not be personally liable for an any exercise of any discretion or power under this Indenture or error of judgment made in good faith by a Trust Officerresponsible officer, director or employee unless it is shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and. (iiC) the The Trustee shall not be personally liable with respect to any action taken, suffered or inaction taken or omitted to be taken by it in good faith and in accordance with the direction of the Administrative Agent, Holders of not less than a majority in aggregate principal amount of the Depositor, Bonds at the Calculation Agent or any Holder time Outstanding relating to the time, method and place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, Trustee under this Trust AgreementIndenture. (cD) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Bondholders pursuant to the provisions of this Indenture unless such Bondholders shall have offered to the Trustee security and/or indemnity satisfactory to it against the costs, expenses and liabilities (including, but not limited to, attorney’s fees, costs and expenses) which may be incurred therein or thereby. (E) The Trustee shall not be required liable for any action or inaction taken by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture. (F) Except for Events of Default under Section 7.01(a) and (b), the Trustee shall not be deemed to have knowledge of any default or Event of Default hereunder unless and until a Responsible Officer of the Trustee shall have received written notice thereof, at its Corporate Trust Office, and such notice references the Borrower, this Indenture and the Bonds. Except as otherwise expressly provided herein, the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements herein or of any of the documents executed in connection with the Bonds, or as to the existence of a default or Event of Default thereunder. The Trustee shall not be responsible for the validity or effectiveness of any collateral given to or held by it. (G) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers hereunderpowers, other than to notify the Authority that it intends to take no particular action or to notify the Bondholders that it will take no action, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity and/or security against any related such risk or liability is not reasonably assured to it. The Trustee shall not be required to give any bond or surety in respect to the execution of its trusts and powers hereunder. The Trustee shall, however, in any case, make drawings under the Letter of Credit, or request payments under the Guaranty, to pay principal and Purchase Price of and premium, if any, or interest on the Bonds as it becomes due and shall accelerate the Bonds or cause mandatory tender of the Bonds pursuant to Section 4.06(A)(iii) as required by this Indenture, notwithstanding anything to the contrary herein. (dH) The Trustee shall have no power responsibility, opinion or liability with respect to vary any information statement or recital found in any official statement or other disclosure material, prepared or distributed with respect to the corpus issuance of such bonds, except for information provided by the Down-MACRO Tradeable TrustTrustee, and shall have no responsibility for compliance with any state or federal securities laws in connection with the Bonds. (eI) The Trustee may employ agents or attorneys to transact or concur in transacting any business and to do or concur in doing any acts required to be done by the Trustee and shall not be responsible for the misconduct or negligence of any such agent or attorney appointed with due care. (J) In no event shall the event that Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether such Trustee has been advised of the Transfer Agent likelihood of such loss or damage and Registrar regardless of the form of action. (if not also K) The rights, privileges, protections, immunities and benefits and given to the Trustee) fails , including, without limitation, its right to perform any obligationbe indemnified, duty or agreement in the manner or on the day required under this Trust Agreementare extended to, and shall be enforceable by, the Trustee shall be obligatedin each of its capacities hereunder and under the Loan Agreement or any other agreement related thereto, as soon as possible upon knowledge and each agent, custodian and other Person employed to act hereunder or under the Lon Agreement or any other agreement related thereto. (L) The Trustee may request that the Borrower deliver a certificate setting forth the names of a Trust Officer the individuals and/or titles of officers authorized at such failure and receipt of appropriate records, if any, time to perform such obligation, duty or agreement take specified actions pursuant to this Indenture. (M) Whenever in the manner required administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may require and rely upon an Opinion of Counsel and/or a Certificate and the Trustee shall not be liable for any action it takes or omits to take in good faith in reliance thereon. (N) The Trustee, in its individual capacity, may in good faith buy, sell, own, hold and deal in any of the Bonds issued hereunder and may join in any action which any Holder may be entitled to take with like effect as if it did not act in any capacity hereunder. The Trustee, in its individual capacity, either as principal or agent, may also engage in or be interested in any financial or other transaction with the Authority or the Borrower, and may act as depositary, trustee or agent for any committee or body of the Holders secured hereby or other obligations of the Authority or the Borrower as freely as if it did not act in any capacity hereunder. (O) The Trustee shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Trustee (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility). (P) In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including, without limitation, those relating to the funding of terrorist activities and money laundering, including Section 326 of the USA PATRIOT Act of the United States (“Applicable Law”), the Trustee and its agents are required to obtain, verify, record and update certain information relating to individuals and entities which maintain a business relationship with the Trustee and its agents. Accordingly, each of the parties agree to provide to the Trustee and its agents, upon their request from time to time such identifying information and documentation as may be available for such party in order to enable the Trustee and its agents to comply with Applicable Law.

Liability of Trustee. Except as otherwise provided in this Article II, in accepting the trust created hereby, Wilmington Trust Company acts solely as Trustee hereunder and not in its individual capacity, and all Persons having any claim against Wilmington Trust Company by reason of the transactions contemplated by this Trust Agreement and any other agreement to which the Trust is a party shall look only to the Trust Estate for payment or satisfaction thereof. The Trustee shall not be liable or accountable hereunder to the Trust or to any other Person or under any other agreement to which the Trust is a party, except for the Trustee’s own fraud, gross negligence, bad faith or willful misconduct. In particular, but not by way of limitation: (a) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders Trustee shall have no liability or other instruments that are specifically required to be furnished to responsibility for the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements validity or sufficiency of this Trust Agreement. Agreement or for the form, character, genuineness, sufficiency, value or validity of the Trust Estate; (b) The Trustee shall give prompt written notice not be liable for any actions taken or omitted to be taken by it in accordance with the Depositor and instructions of the Administrative Agent Managing Owner or the Liquidating Trustee; (c) The Trustee shall not have any liability for the acts or omissions of the Managing Owner or its delegatees; (d) The Trustee shall have no duty or obligation to supervise the performance of any material lack obligations of conformity of the Managing Owner or its delegatees or any such instrument to the applicable provisions of this Trust Agreement.Participant or Commodity Broker; (be) No provision of this Trust Agreement shall be construed to relieve require the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder act or its own willful misconduct; provided, however, that: (i) the Trustee shall not be personally liable for an error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted by it in good faith and in accordance with the direction of the Administrative Agent, the Depositor, the Calculation Agent or any Holder relating to the time, place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement. (c) The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against any related risk or liability is not reasonably assured to it.; (df) Under no circumstances shall the Trustee be liable for indebtedness evidenced by or other obligations of the Trust arising under this Trust Agreement or any other agreements to which the Trust is a party; (g) The Trustee shall have be under no power obligation to vary the corpus exercise any of the Down-MACRO Tradeable Trust. (e) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty rights or agreement powers vested in the manner or on the day required under it by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or any other agreements to which the Trust is a party, at the request, order or direction of the Managing Owner or any Unitholders unless the Managing Owner or such Unitholders have offered to Wilmington Trust Company (in its capacity as Trustee and individually) security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by Wilmington Trust Company (including, without limitation, the reasonable fees and expenses of its counsel) therein or thereby; (h) Notwithstanding anything contained herein to the contrary, the Trustee shall not be obligatedrequired to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware, (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence as of the date hereof other than the State of Delaware becoming payable by the Trustee or (iii) subject the Trustee to personal jurisdiction, other than in the State of Delaware, for causes of action arising from personal acts unrelated to the consummation of the transactions by the Trustee, as soon as possible upon knowledge the case may be, contem plated hereby; and (i) To the extent that, at law or in equity, the Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust, the Unitholders or to any other Person, the Trustee acting under this Trust Agreement shall not be liable to the Trust, the Unitholders or to any other Person for its good faith reliance on the provisions of a this Trust Officer Agreement. The provisions of such failure and receipt of appropriate records, if anythis Trust Agreement, to perform the extent that they restrict or eliminate the duties and liabilities of the Trustee otherwise existing at law or in equity are agreed by the parties hereto to replace such obligation, duty or agreement in other duties and liabilities of the manner required hereunderTrustee.

Liability of Trustee. (a) The Trusteerecitals of facts, upon receipt agreements and covenants herein and in the Bonds shall be taken as recitals of all resolutionsfacts, certificatesagreements and covenants of the Authority, statements, opinions, reports, documents, orders and the Trustee assumes no responsibility for the correctness of the same or other instruments that are specifically required to be furnished makes any representation as to the Trustee pursuant sufficiency or validity hereof or of the Bonds, or shall incur any responsibility in respect thereof other than in connection with the rights or obligations assigned to any provision hereofor imposed upon it herein, shall examine them to determine whether they conform on their face to in the requirements of this Trust AgreementBonds or in law or equity. The Trustee shall give prompt written notice to not be liable in connection with the Depositor and the Administrative Agent of any material lack of conformity of any such instrument to the applicable provisions of this Trust Agreement. (b) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard performance of its duties hereunder or except for its own negligence or willful misconduct; provided. The Trustee shall perform only such duties as are expressly provided herein, however, that: (i) and no implied duties or obligations shall be read into this Trust Agreement against the Trustee. The Trustee shall not be personally bound to recognize any person as the Holder of a Bond unless and until such Bond is submitted for inspection, if required, and his title thereto satisfactorily established, if disputed. Whenever in the administration of its rights and obligations hereunder the Trustee shall deem it necessary or desirable that a matter be established or proved prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of bad faith on the part of the Trustee, be deemed to be conclusively proved and established by a Certificate of the Authority, which certificate shall be full warrant to the Trustee for any action taken or suffered under the provisions hereof upon the faith thereof, but in its discretion the Trustee may in lieu thereof accept other evidence of such matter or may require such additional evidence as it may deem reasonable. The Trustee shall not be liable for an any error of judgment made in good faith by a Trust Officerfaith, unless it is shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the . The Trustee shall not be personally liable with respect to any action taken, suffered taken or omitted to be taken by it in good faith and in accordance with the direction of the Administrative Agent, Holders of not less than a majority in aggregate principal amount of the Depositor, Bonds at the Calculation Agent or any Holder time Outstanding relating to the time, method and place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, Trustee under this Trust Agreement. (c) . The permissive right of the Trustee to do things enumerated in this Trust Agreement shall not be construed as a duty. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement at the request, order or direction of any of the Holders pursuant to the provisions of this Trust Agreement unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby. The Trustee shall not be required deemed to have knowledge of any event of default hereunder or event of default under the Agreement unless and until the President or any Vice President, Assistant Vice President or Trust Officer shall have actual knowledge thereof or shall have received written notice thereof at its Principal Corporate Trust Office. Except as otherwise expressly provided herein, the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements herein or of any of the documents executed in connection with the Bonds or as to the existence of an event of default hereunder. No provision of this Trust Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers hereunderpowers. The Trustee has no obligation or liability to the Holders for the payment of interest, principal or redemption premium, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against any related risk or liability is not reasonably assured any, with respect to it. (d) the Bonds. The Trustee shall not be bound to ascertain or inquire as to the validity or genuineness of any collateral given to or held by it. The Trustee shall not be responsible for the recording or filing of any document relating to this Trust Agreement or of financing statements (or continuation statements in connection therewith) or of any supplemental instruments or documents of further assurance as may be required by law in order to perfect the security interests in any collateral given to or held by it. The Trustee shall not be concerned with or accountable to anyone for the subsequent use or application of any moneys which shall be released or withdrawn in accordance with the provisions hereof. The rights given the Trustee under the Agreement are subject in all respects to the privileges and immunities afforded the Trustee under this Trust Agreement. The Trustee shall be protected in acting upon any notice, requisition, resolution, request, consent, order, certificate, report, opinion, bond or other paper or document believed by it to be genuine and to have no power been signed or presented by the proper party or parties. The Trustee may consult with counsel, who may be counsel of or to vary the corpus Authority, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. The Trustee shall not be bound to recognize any person as the Holder of a Bond unless and until such Bond is submitted for inspection, if required, and his or her title thereto is satisfactorily established, if disputed. Notwithstanding any other provision of this Trust Agreement, in determining whether the rights of the Down-MACRO Tradeable Trust. (e) In Holders will be adversely affected by any action pursuant to the event that the Transfer Agent terms and Registrar (if not also the Trustee) fails to perform any obligation, duty or agreement in the manner or on the day required under provisions of this Trust Agreement, the Trustee shall be obligatedconsider the effect on the Holders as if there were no Bond Insurance Policy. The Trustee shall have no responsibility with respect to any information, statement or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds. The Trustee may establish such funds and accounts hereunder as soon as possible upon knowledge of a Trust Officer of such failure and receipt of it deems necessary or appropriate records, if any, to perform such obligation, duty or agreement in the manner required its obligations hereunder.

Liability of Trustee. (a) The TrusteeExcept as otherwise provided in this Article V, upon receipt in accepting the trust created hereby, CSC Delaware Trust Company acts solely as Trustee hereunder and not in its individual capacity, and all Persons having any claim against Delaware Trust Company by reason of all resolutions, certificates, statements, opinions, reports, documents, orders or the transactions contemplated by this Trust Agreement and any other instruments that are specifically required agreement to be furnished which the Trust is a party shall look only to the Trust Estate for payment or satisfaction thereof. The Trustee pursuant to any provision hereofwill not be liable for the acts or omissions of the Sponsor, shall examine them to determine whether they conform on their face to nor will the requirements Trustee be liable for supervising or monitoring the performance and the duties and obligations of this the Sponsor or the Trust under the Trust Agreement. The Trustee shall give prompt written notice to the Depositor and the Administrative Agent of will not be personally liable under any material lack of conformity of any such instrument to the applicable provisions of this Trust Agreement. (b) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability circumstances, except for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, howeverbad faith or gross negligence. In particular, thatbut not by way of limitation: (ia) the Trustee shall will not be personally liable for an any error of judgment made in good faith by a except to the extent such error of judgment constitutes gross negligence on its part; (b) no provision of the Trust OfficerAgreement will require the Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of its rights or powers hereunder, unless it is proved if the Trustee shall have reasonable grounds for believing that the Trustee was grossly negligent in ascertaining the pertinent facts; andpayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (iic) under no circumstances will the Trustee be personally liable for any representation, warranty, covenant, agreement, or indebtedness of the Trust; (d) the Trustee will not be personally responsible for or in respect of the validity or sufficiency of the Trust Agreement or for the due execution hereof by the Sponsor; (e) the Trustee shall have no liability or responsibility for the validity or sufficiency of this Trust Agreement or for the form, character, genuineness, sufficiency, enforceability, collectability, location, existence, value or validity of the Trust Estate; (f) the Trustee has not prepared or verified, and shall not be responsible or liable for, any information, disclosure or other statement in the Trust’s offering documents or in any other document issued or delivered in connection with the sale or transfer of the Shares; (g) the Trustee shall not be personally liable with respect to for any action taken, suffered actions taken or omitted to be taken by it in good faith and in accordance with the direction instructions of the Administrative AgentSponsor or the Liquidating Trustee; (h) the Trustee shall have no duty or obligation to supervise the performance of any obligations of the Trust, the DepositorSponsor, the Calculation Agent Ether Custodian or their respective delegates, any Authorized Participant or any Holder relating to the time, place or method other Person; (i) no provision of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement. (c) The Agreement shall require the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder; (j) the Trustee will incur no liability to anyone in acting upon any signature, if instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. The Trustee may accept a certified copy of a resolution of any governing body of any corporate party as conclusive evidence that such resolution has reasonable grounds been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Trustee may for believing that repayment all purposes hereof rely on a certificate, signed by an authorized officer of the Sponsor or any other corresponding directing party, as to such fact or matter, and such certificate will constitute full protection to the Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon; (k) in the exercise or administration of the Trust hereunder, the Trustee (i) may act directly or through agents or attorneys pursuant to agreements entered into with any of them, and the Trustee will not be liable for the default or misconduct of such funds agents or adequate indemnity against attorneys if such agents or attorneys will have been selected by the Trustee in good faith and with due care and (ii) may consult with counsel, accountants and other skilled persons to be selected by it in good faith and with due care and employed by it, and it will not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any related risk such counsel, accountants or liability is not reasonably assured to it.other skilled persons; (dl) The except as will be expressly provided in the Trust Agreement, the Trustee will act solely as a trustee under the Trust Agreement and not in its individual capacity, and all persons having any claim against the Trustee by reason of the transactions contemplated by the Trust Agreement will look only to the Trust’s property for payment or satisfaction thereof; (m) the Trustee shall have be under no power obligation to vary the corpus exercise any of the Down-MACRO Tradeable Trust.rights or powers vested in it by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or any other agreements to which the Trust is a party, at the request, order or direction of the Sponsor unless the Sponsor has advanced any necessary costs and offered to Delaware Trust Company (in its capacity as Trustee and individually) security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by Delaware Trust Company (including, without limitation, the reasonable fees and expenses of its counsel) therein or thereby; (en) In notwithstanding anything contained herein to the event that contrary, the Transfer Agent Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of, or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware, (ii) result in any fee, tax or other governmental charge becoming payable by the Trustee under the laws of any jurisdiction or any political subdivision thereof other than the State of Delaware or (iii) subject the Trustee to personal jurisdiction, other than in the State of Delaware; (o) to the extent that, at law or in equity, the Trustee has duties (including fiduciary duties) and Registrar (if not also liabilities relating thereto to the Trust, the Shareholders or any other Person, the Trustee) fails to perform any obligation, duty or agreement in the manner or on the day required acting under this Trust Agreement, shall not be liable to the Trust, the Shareholders or any other Person for its good faith reliance on the provisions of this Trust Agreement, and the provisions of this Trust Agreement, to the extent that they restrict or eliminate the duties and liabilities of the Trustee otherwise existing at law or in equity are agreed by the parties hereto to replace such other duties and liabilities of the Trustee; (p) whenever the Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or any other document to which the Trust is a party or is unsure as to how to proceed, the Trustee may request and rely on written direction from the Sponsor; (q) the Trustee shall not be required to take any action hereunder if the Trustee shall have reasonably determined or been advised by counsel that such action is likely to result in liability on the part of the Trustee or is contrary to the terms hereof or of any document to which the Trust is a party or is otherwise contrary to law; (r) the permissive right of the Trustee to perform any discretionary act or exercise any privilege enumerated shall not be construed as a duty; (s) prior to taking or refraining from taking any action upon direction or request, the Trustee shall be obligatedentitled to request, as soon as possible receive, rely upon knowledge and act in accordance with, officer’s certificates or opinions of a Trust Officer counsel provided at the expense of the party requesting the Trustee to take such failure and receipt of appropriate records, if any, to perform such obligation, action or inaction; (t) the Trustee shall have no (i) duty or agreement obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the trust estate, or (ii) responsibility for the preparation, correctness, accuracy, existence, or filing of any financing or continuation statement in any public office at any time or the manner required validity, existence, perfection or maintenance of the perfection of any security interest or lien granted to the Trust, nor shall the Trustee have any responsibility to monitor the performance of any assets, or to prepare or file any tax, qualification to do business, license, commission or other securities law filing, or other regulatory filing or report for the Trust; (u) the Trustee shall not be obligated to give any bond or other security for the performance of its duties hereunder; and (v) the Trustee will not be liable for punitive, exemplary, consequential, special or other similar damages under any circumstances.

Liability of Trustee. (a) The TrusteeTrustee undertakes to perform only such duties as are expressly set forth herein and Paragraph 7. of the DA, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments that are specifically required to and no duties shall be furnished to the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements of this Trust Agreementimplied. The Trustee shall give prompt written notice have no liability under and no duty to inquire as to the Depositor and the Administrative Agent provisions of any material lack agreement other than this Construction Escrow Agreement and Paragraph 7 of conformity of any such instrument to the applicable provisions of this Trust Agreement. (b) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, however, that: (i) the DA. The Trustee shall not be personally liable for an error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the Trustee shall not be personally liable with respect to any action taken, suffered taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Trustee’s gross negligence or willful misconduct was the primary cause of any loss to the Parties. Trustee's sole responsibility shall be for the safekeeping and disbursement of the Escrow Funds in accordance with the direction terms of this Construction Escrow Agreement and Paragraph 7 of the Administrative AgentDA. Trustee shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. Trustee may rely upon any notice, the Depositorinstruction, the Calculation Agent request or any Holder relating other instrument, not only as to its due execution, validity and effectiveness, but also as to the timetruth and accuracy of any information contained therein, place which Trustee shall believe to be genuine and to have been signed or method presented by the person or parties purporting to sign the same. In no event shall Trustee be liable for incidental, indirect, special, consequential or punitive damages (including, but not limited to lost profits), even if the Trustee has been advised of conducting any proceeding for any remedy available to the Trustee, likelihood of such loss or exercising any trust or power conferred upon damage and regardless of the Trustee, under this Trust Agreement. (c) The form of action. Trustee shall not be required obligated to expend take any legal action or risk its own funds commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Construction Escrow Agreement or otherwise incur the DA, or to appear in, prosecute or defend any financial liability such legal action or proceeding. Trustee shall not be responsible or liable in any manner for the performance by any Party of their respective obligations under the DA nor shall Trustee be responsible or liable in any manner for the failure of any Party to honor any of the provisions of this Construction Escrow Agreement. Trustee may consult legal counsel selected by it in the performance event of any dispute or question as to the construction of any of the provisions hereof or of its duties hereunder or in the exercise of any of its rights or powers hereunder, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against relating to any related risk or dispute involving any Party hereto, and shall incur no liability is not reasonably assured to it. (d) The Trustee shall have no power to vary the corpus of the Down-MACRO Tradeable Trust. (e) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty or agreement in the manner or on the day required under this Trust Agreement, the Trustee shall be obligated, as soon as possible upon knowledge fully indemnified from any liability whatsoever in acting in accordance with terms of a Trust Officer of such failure and receipt of appropriate records, if any, Resolution pursuant to perform such obligation, duty or agreement in the manner required hereunder.Paragraph 6

Liability of Trustee. Except as otherwise provided in this Article III, in accepting the trust continued hereby, Wilmington Trust, National Association acts solely as Trustee hereunder and not in its individual capacity, and all Persons having any claim against Wilmington Trust, National Association by reason of the transactions contemplated by this Trust Agreement and any other agreement to which the Trust or any Fund is a party shall look only to the appropriate Fund Trust Estate for payment or satisfaction thereof. In particular, but not by way of limitation: (a) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders Trustee shall have no liability or other instruments that are specifically required to be furnished to responsibility for the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements validity or sufficiency of this Trust Agreement. The Trustee shall give prompt written notice to Agreement or for the Depositor and the Administrative Agent form, character, genuineness, sufficiency, value or validity of any material lack of conformity of any such instrument to Trust Estate or the applicable provisions of this Trust AgreementShares. (b) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, however, that: (i) the The Trustee shall not be personally liable for an error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the Trustee shall not be personally liable with respect to any action taken, suffered actions taken or omitted to be taken by it in good faith and in accordance with the direction instructions of the Administrative Agent, the Depositor, the Calculation Agent or any Holder relating to the time, place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust AgreementSponsor. (c) The Trustee shall not be required have any liability for the acts or omissions of the Sponsor. (d) The Trustee shall not have any duty or obligation to supervise or monitor the performance of any obligations of the Sponsor, or warn or apprise any party concerning instances in which the Trustee would or might have exercised the Trustee’s own discretion in a manner different from the manner of the Sponsor. (e) No provision of this Trust Agreement shall require the Trustee to act or expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against any related risk or liability is not reasonably assured to it. (df) Under no circumstances shall the Trustee be liable for indebtedness evidenced by or other obligations of the Trust or any Fund arising under this Trust Agreement or any other agreements to which the Trust is a party. (g) The Trustee shall have be under no power obligation to vary the corpus exercise any of the Down-MACRO Tradeable rights or powers vested in it by this Trust Agreement, or to appear in, institute, conduct or defend any action or litigation under this Trust Agreement or any other agreements to which the Trust or any Fund is a party, at the request, order or direction of the Sponsor or any Shareholders unless the Sponsor or such Shareholders have offered to Wilmington Trust, National Association(in its capacity as Trustee and its individual or corporate capacity) security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by Wilmington Trust, National Association (including, without limitation, the reasonable fees and expenses of its counsel) therein or thereby. (eh) In The Trustee shall not be required to take any action hereunder or otherwise if the event Trustee shall have reasonably determined, or shall have been advised by counsel, that the Transfer Agent and Registrar (if not also the Trustee) fails such action is likely to perform any obligation, duty or agreement result in the manner or liability on the day part of the Trustee or is contrary to the terms hereof or is otherwise contrary to law. (i) Whenever the Trustee is unable to decide between alternative courses of action permitted or required under by the terms of this Trust Agreement, or is unsure as to the application, intent, interpretation or meaning of any provision of this Trust Agreement, the Trustee shall give reasonable notice (in such form as shall be obligatedappropriate under the circumstances) to the Sponsor requesting instruction as to the course of action to be adopted, and, to the extent the Trustee acts in good faith in accordance with any such instruction received, the Trustee shall not be liable on account of such action to any Person. If the Trustee shall not have received appropriate instructions within ten calendar days of sending such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action which is consistent, in its view, with this Trust Agreement, and the Trustee shall have no liability to any Person for any such action or inaction, and may also, at the sole cost and expense of the Trust, petition the Court of Chancery of the State of Delaware for instructions. (j) The Trustee shall have no liability whatsoever to any Person except for its own bad faith violation of the contractual covenant of good faith and fair dealing within the meaning of Section 3806(c) of the Delaware Trust Statute proved by clear and convincing evidence in the Court of Chancery of the State of Delaware. (k) Under no circumstance shall the Trustee, in its individual or corporate capacity or in its capacity as Trustee, or any member, partner, shareholder, director, officer, employee, agent, affiliate or advisor of the Trustee or their respective Affiliates be personally liable for any representation, warranty, covenant, agreement, liability or indebtedness of the Trust, as soon all such representations, warranties, covenants, agreements, liabilities or indebtedness of the Trust are those of the Trust as possible an entity. (l) In the exercise or administration of its duties hereunder, the Trustee (i) may act directly or through agents or attorneys pursuant to agreements entered into with any of them, and the Trustee shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Trustee in good faith and (ii) may consult with counsel, accountants and other skilled persons to be selected in good faith and employed by it, and it shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. (m) In accepting and performing its duties hereunder the Trustee acts solely as trustee hereunder and not in its individual or corporate capacity, and all persons having any claim against the Trustee or the Trust by reason of the transactions contemplated by this Trust Agreement shall look only to the Trust for payment or satisfaction thereof. (n) The Trustee may conclusively rely and shall be fully protected, and shall incur no liability to anyone, in acting or refraining from acting in good faith and in reliance upon knowledge any signature, instrument, notice, resolution, request, instruction, direction, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Trustee may accept a certified copy of a resolution of any governing body of any person as conclusive evidence that such resolution has been duly adopted by such person and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein or whenever the Trustee shall deem it desirable that a fact or matter be proved or established prior to taking, suffering or omitting any action hereunder (including direction by the Sponsor with respect to such action), the Trustee may for all purposes hereof rely on a certificate, signed by any officer of the party delivering the certificate, and such certificate shall constitute full protection to the Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. (o) The recitals or other statements contained herein shall not be taken as the statements of the Trustee, and the Trustee does not assume any responsibility for their correctness. The Trustee shall not be personally responsible for or in respect of, and the Delaware Trustee makes no representations as to, the title to, or value or condition of, the property of the Trust Officer or any part thereof nor as to the validity or sufficiency of such failure and receipt this Trust Agreement or any related certificate, instrument or other document. (p) No provision of appropriate records, if any, this Trust Agreement shall require the Trustee to perform such obligation, duty expend or agreement risk its personal funds or otherwise incur any financial liability in the manner required performance of its rights or powers hereunder.

Liability of Trustee. (a) The TrusteeExcept as otherwise provided in this Article II, upon receipt in accepting the trust created hereby, Wilmington Trust Company acts solely as Trustee hereunder and not in its individual capacity, and all Persons having any claim against the Trustee by reason of all resolutions, certificates, statements, opinions, reports, documents, orders or the transactions contemplated by this Trust Agreement and any other instruments that are specifically required agreement to be furnished which the Trust is a party shall look only to the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements of this Trust AgreementEstate for payment or satisfaction thereof. The Trustee shall give prompt written notice not be liable or accountable hereunder or under any other agreement to which the Trust is a party, except that the foregoing limitation shall not limit the liability, if any, that the Trustee may have to an Interest Holder as a result of the Trustee’s gross negligence, or willful misconduct. In particular, but not by way of limitation, to the Depositor and full extent permitted by applicable law: — The Trustee shall have no liability or responsibility for the Administrative Agent of any material lack of conformity of any such instrument to the applicable provisions validity or sufficiency of this Trust Agreement. (b) Agreement or for the form, character, genuineness, sufficiency, value or validity of the Trust Estate; — The Trustee shall not be liable for any actions taken or omitted to be taken by it in accordance with the instructions of the Manager; — The Trustee shall not have any liability for the acts or omissions of the Manager; — The Trustee shall have no duty or liability to supervise the performance of any obligations of the Manager, any commodity broker, or selling agent; — No provision of this Trust Agreement shall be construed to relieve require the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, however, that: (i) the Trustee shall not be personally liable for an error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted by it in good faith and in accordance with the direction of the Administrative Agent, the Depositor, the Calculation Agent or any Holder relating to the time, place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement. (c) The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, hereunder if it has the Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against any related such risk or liability is not reasonably assured or provided to it. (d) ; — Under no circumstances shall the Trustee be liable for indebtedness or other obligations of the Trust or any Series arising under this Trust Agreement or any other agreements to which the Trust or a Series is a party; — The Trustee shall have be under no power obligation to vary the corpus exercise any of the Down-MACRO Tradeable Trust. (e) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty rights or agreement powers vested in the manner or on the day required under it by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or any other agreements to which the Trust or a Series is a party at the request, order or direction of an Interest Holder unless such Interest Holder has offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Trustee (including, without limitation, the reasonable fees and expenses of its counsel) therein or thereby; and — Notwithstanding anything contained herein to the contrary, the Trustee shall not be obligated, as soon as possible upon knowledge required to take any action in any jurisdiction other than in the State of a Trust Officer Delaware if the taking of such failure and receipt action will (i) require the consent or approval or authorization or order of appropriate recordsor the giving of notice to, if anyor the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware, (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence on the date hereof other than the State of Delaware becoming payable by the Trustee or (iii) subject the Trustee to perform such obligation, duty or agreement personal jurisdiction other than in the manner required hereunderState of Delaware for causes of action unrelated to the consummation of the transactions by the Trustee contemplated hereby.

Liability of Trustee. (a) The TrusteeTrustee shall not be liable for the acts or omissions of the Sponsor, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments that are specifically required to be furnished to nor shall the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to be liable for supervising or monitoring the requirements performance and the duties and obligations of the Sponsor or the Trust under this Trust Agreement. The Trustee shall give prompt written notice to the Depositor and the Administrative Agent of not be personally liable under any material lack of conformity of any such instrument to the applicable provisions of this Trust Agreement. (b) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability circumstances, except for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, howeverbad faith or gross negligence. In particular, thatbut not by way of limitation: (i) the Trustee shall not be personally liable for an any error of judgment made in good faith by a Trust Officerfaith, unless it is proved that except to the Trustee was grossly negligent in ascertaining the pertinent facts; andextent such error of judgment constitutes gross negligence on its part; (ii) no provision of this Declaration of Trust shall require the Trustee shall not be personally liable with respect to any action taken, suffered or omitted by it in good faith and in accordance with the direction of the Administrative Agent, the Depositor, the Calculation Agent or any Holder relating to the time, place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement. (c) The Trustee shall not be required to expend or risk its own personal funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if it has the Trustee shall have reasonable grounds for believing that repayment the payment of such funds or adequate indemnity against any related such risk or liability is not reasonably assured or provided to it; (iii) under no circumstances shall the Trustee be personally liable for any representation, warranty, covenant, agreement, or indebtedness of the Trust; (iv) the Trustee shall not be personally responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Sponsor; (v) the Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. The Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Trustee may for all purposes hereof rely on a certificate, signed by the Sponsor, as to such fact or matter, and such certificate shall constitute full protection to the Delaware Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon; (vi) in the exercise or administration of the trust hereunder, the Trustee (a) may act directly or through agents or attorneys pursuant to agreements entered into with any of them, and the Trustee shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Trustee in good faith and with due care and (b) may consult with counsel, accountants and other skilled persons to be selected by it in good faith and with due care and employed by it, and it shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons; and (vii) except as expressly provided in this Section 3.06, in accepting and performing the trust hereby created the Trustee acts solely as Trustee hereunder and not in its individual capacity, and all persons having any claim against the Trustee by reason of the transactions contemplated by this Declaration of Trust shall look only to the Trust’s property for payment or satisfaction thereof. (dviii) The Trustee shall have no power to vary the corpus of the Down-MACRO Tradeable Trust. (e) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty or agreement in the manner or on the day required under this Trust Agreement, the Trustee shall not be obligatedliable for punitive, as soon as possible upon knowledge exemplary, consequential, special or other similar damages for a breach of a this Declaration of Trust Officer of such failure and receipt of appropriate records, if any, to perform such obligation, duty or agreement in the manner required hereunder.under any circumstances

Liability of Trustee. (a) The TrusteeTrustee shall have no liability or responsibility for, and make no warranties in connection with, the validity or enforceability of any of the Loan Documents or the description, value or status of title to the Property. Trustee shall be protected in acting upon receipt of all resolutionsany notice, certificatesrequest, statementsconsent, opinionsdemand, reportsstatement, documents, orders note or other instruments that are specifically required paper or document believed by Trustee to be furnished genuine and to have been signed by the Trustee pursuant party or parties purporting to any provision hereofsign the same. To the extent permitted by applicable Laws, shall examine them to determine whether they conform on their face to the requirements of this Trust Agreement. The Trustee shall give prompt written notice to not be liable for any error of judgment, nor for any act done or step taken or omitted, nor for any mistakes of Law or fact, nor for anything which Trustee may do or refrain from doing in good faith, nor generally shall Trustee have any accountability hereunder except for willful misconduct or gross negligence. To the Depositor extent permitted by applicable Laws, the powers and the Administrative Agent duties of Trustee hereunder may be exercised through such attorneys, agents or servants as Trustee may in good faith and reasonably appoint, and Trustee shall have no liability or responsibility for any material lack of conformity of any such instrument to the applicable provisions of this Trust Agreement. (b) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent actionact, its own negligent failure to act, its own bad faithnegligence or willful conduct of such attorney, its own reckless disregard of its duties hereunder agent or its own willful misconduct; providedservant, howeverso long as the selection was made with reasonable care. In addition, that: (i) Trustee may consult with legal counsel selected by Trustee, and, to the extent permitted by applicable Laws, Trustee shall not be personally liable for an error have no liability or responsibility by reason of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the Trustee shall not be personally liable with respect any act or failure to any action taken, suffered or omitted by it in good faith and act in accordance with the direction opinions of such counsel. To the extent permitted by applicable Laws, Trustee may act hereunder and may sell or otherwise dispose of the Administrative Agent, the Depositor, the Calculation Agent Property or any Holder relating to the timepart thereof as herein provided, place although Trustee has been, may now be or method may hereafter be, an attorney, officer, agent or employee of conducting Beneficiary, in respect of any proceeding for any remedy available to the matter or business whatsoever. Trustee, or exercising any trust or power conferred upon the Trusteehowever, under this Trust Agreement. (c) The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against any related risk or liability is not reasonably assured to it. (d) The Trustee shall have no power obligation to vary the corpus sell all or any part of the Down-MACRO Tradeable TrustProperty following an Event of Default or to take any other action authorized to be taken by Trustee hereunder except upon the demand of Beneficiary. (e) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty or agreement in the manner or on the day required under this Trust Agreement, the Trustee shall be obligated, as soon as possible upon knowledge of a Trust Officer of such failure and receipt of appropriate records, if any, to perform such obligation, duty or agreement in the manner required hereunder.

Liability of Trustee. (a) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders Trustee shall have no liability or other instruments that are specifically required to be furnished obligation with respect to the Trustee pursuant Grant Fund Award, except for Trustee’s willful misconduct or gross negligence. Trustee’s sole responsibilities shall be to any provision hereof, shall examine them to determine whether they conform on their face to invest and disburse the requirements Grant Fund Award in accordance with the terms of this Trust Agreement. The Trustee shall give prompt written have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. Trustee may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the Depositor truth and the Administrative Agent accuracy of any material lack of conformity of any such instrument information contained therein, which Trustee shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and to conform to the applicable provisions of this Trust Agreement. Trustee shall not be obligated to take any legal action or commence any proceeding in connection with the Grant Fund Award, this Trust Agreement or the Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Trustee may consult legal counsel selected by Trustee in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of the Trustee’s duties hereunder, and shall incur no liability whatsoever in acting in accordance with the opinion or instruction of such counsel. The Trustee shall be entitled to reimbursement for reasonable attorney’s fees incurred, arising out of an issue as to its rights, duties or obligations under this Trust Agreement, or as a result of dispute resolution or litigation between the parties to this Trust Agreement. Reimbursement shall be made to the Trustee by OTTED and Awardee, each party being responsible for one-half of the total attorney’s fees incurred by the Trustee. (b) No provision The Trustee is authorized, in the Trustee’s sole discretion, to comply with orders issued or process entered by any court with respect to the Grant Fund Award. If any portion of this Trust Agreement the Grant Fund Award is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be construed to relieve stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, the Trustee from liability is authorized, in the Trustee’s sole discretion, to rely upon and comply with any such order, writ, judgment or decree, which Trustee is advised by legal counsel selected by the Trustee is or may be binding upon the Trustee, without the need for its own negligent appeal or other action; and if the Trustee complies with any such order, its own negligent failure to actwrit, its own bad faithjudgment or decree, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, however, that: (i) the Trustee shall not be personally liable for an error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted by it in good faith and in accordance with the direction of the Administrative Agentparties hereto or to any other person or entity by reason of such compliance even though such order, the Depositorwrit, the Calculation Agent judgment or any Holder relating to the timedecree may be subsequently reversed, place modified, annulled, set aside or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreementvacated. (c) The As compensation the Trustee shall not will be required to expend paid fees as described in Exhibit C. These fees and other charges will be deducted first from the interest or risk its own funds or otherwise incur any financial liability in securities lending income earned on the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, Grant Fund Award and second (if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against any related risk or liability is not reasonably assured to it. (dnecessary) The Trustee shall have no power to vary the corpus from principal amounts of the Down-MACRO Tradeable Trust. (e) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty or agreement Grand Fund Award in the manner or on the day required under this Trust Agreement, the Trustee shall be obligated, as soon as possible upon knowledge of a Trust Officer of such failure and receipt of appropriate records, if any, to perform such obligation, duty or agreement set forth in the manner required hereunder.Exhibit C.

Liability of Trustee. Except as otherwise provided in this Article II, the Trustee acts solely as trustee hereunder and not in its individual capacity, and all Persons having any claim against the Trustee by reason of the transactions contemplated by this Trust Agreement and any other agreement to which the Trust or any Fund is a party shall look only to the appropriate Fund’s Trust Estate for payment or satisfaction thereof; provided, however, that in no event is the foregoing intended to affect or limit the liability of the Sponsor as set forth in Section 1.7 hereof. The Trustee shall not be liable or accountable hereunder to the Trust or to any other Person or under any other agreement to which the Trust or any Fund is a party, except that the Trustee shall be liable to the Trust and the Shareholders for the Trustee’s own gross negligence or willful misconduct. In particular, but not by way of limitation: (a) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders Trustee shall have no liability or other instruments that are specifically required to be furnished to responsibility for the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements validity or sufficiency of this Trust Agreement. , any agreement contemplated hereunder, or for the form, character, genuineness, sufficiency, value or validity of any Trust Estate or any Shares; (b) The Trustee shall give prompt written notice not be liable for any actions taken or omitted to be taken by it in good faith in accordance with the instructions of the Sponsor or the Liquidating Trustee; (c) The Trustee shall not have any liability for the acts or omissions of the Sponsor or its delegatees, any Limited Shareholder, the Liquidating Trustee, or any other Person; (d) The Trustee shall not have any duty or obligation to supervise or monitor the performance of, or compliance with this Trust Agreement by, the Sponsor or its delegatees or any Participant; (e) The Trustee shall have no duty to know or inquire as to the Depositor and the Administrative Agent performance or nonperformance of any material lack of conformity provision of any such instrument to the applicable provisions of other agreement, instrument, or document other than this Trust Agreement.; (bf) The Trustee shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or document other than this Trust Agreement, whether or not an original or a copy of such agreement has been provided to the Trustee; (g) No provision of this Trust Agreement shall be construed to relieve require the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, however, that: (i) the Trustee shall not be personally liable for an error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted by it in good faith and in accordance with the direction of the Administrative Agent, the Depositor, the Calculation Agent or any Holder relating to the time, place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement. (c) The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, hereunder if it has the Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against any related such risk or liability is not reasonably assured or provided to it.; (dh) The In no event shall the Trustee be responsible or liable for special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; (i) the Trustee shall have no power to vary the corpus of the Down-MACRO Tradeable Trust. (e) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform be responsible or liable for any obligation, duty failure or agreement delay in the manner or on the day required performance of its obligations under this Trust AgreementAgreement arising out of or caused, directly or indirectly, by circumstances beyond its control, which may include, any act or provision of any present or future law or regulation or governmental authority; acts of God; earthquakes; fires; floods; wars; terrorism; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications service; accidents; labor disputes; acts of civil or military authority or governmental actions; or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility; (j) Under no circumstances shall the Trustee be liable for indebtedness evidenced by or other obligations of the Trust or any Fund arising under this Trust Agreement or any other agreements to which the Trust or any Fund is a party; and (k) Notwithstanding anything contained herein to the contrary, the Trustee shall not be obligatedrequired to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware, (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence as of the date hereof other than the State of Delaware becoming payable by the Trustee or (iii) subject the Trustee to personal jurisdiction, other than in the State of Delaware, for causes of action arising from personal acts unrelated to the consummation of the transactions by the Trustee, as soon as possible upon knowledge of a Trust Officer of such failure and receipt of appropriate recordsthe case may be, if any, to perform such obligation, duty or agreement in the manner required hereundercontemplated hereby.

Liability of Trustee. (a) The TrusteeExcept as otherwise provided in this Article II, upon receipt in accepting the trust created hereby, Wilmington Trust Company acts solely as Trustee hereunder and not in its individual capacity, and all Persons having any claim against the Trustee by reason of all resolutions, certificates, statements, opinions, reports, documents, orders or the transactions contemplated by this Trust Agreement and any other instruments that are specifically required agreement to be furnished which the Trust is a party shall look only to the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements of this Trust AgreementEstate for payment or satisfaction thereof. The Trustee shall give prompt written notice not be liable or accountable hereunder or under any other agreement to which the Trust is a party, except that the foregoing limitation shall not limit the liability, if any, that the Trustee may have to an Interest Holder as a result of the Trustee’s gross negligence, or willful misconduct. In particular, but not by way of limitation, to the Depositor and full extent permitted by applicable law: · The Trustee shall have no liability or responsibility for the Administrative Agent of any material lack of conformity of any such instrument to the applicable provisions validity or sufficiency of this Trust Agreement. (b) Agreement or for the form, character, genuineness, sufficiency, value or validity of the Trust Estate; · The Trustee shall not be liable for any actions taken or omitted to be taken by it in accordance with the instructions of the Manager; · The Trustee shall not have any liability for the acts or omissions of the Manager; · The Trustee shall have no duty or liability to supervise the performance of any obligations of the Manager, any commodity broker, or selling agent; · No provision of this Trust Agreement shall be construed to relieve require the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, however, that: (i) the Trustee shall not be personally liable for an error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted by it in good faith and in accordance with the direction of the Administrative Agent, the Depositor, the Calculation Agent or any Holder relating to the time, place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement. (c) The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, hereunder if it has the Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against any related such risk or liability is not reasonably assured or provided to it. (d) ; · Under no circumstances shall the Trustee be liable for indebtedness or other obligations of the Trust or any Series arising under this Trust Agreement or any other agreements to which the Trust or a Series is a party; · The Trustee shall have be under no power obligation to vary the corpus exercise any of the Down-MACRO Tradeable Trust. (e) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty rights or agreement powers vested in the manner or on the day required under it by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or any other agreements to which the Trust or a Series is a party at the request, order or direction of an Interest Holder unless such Interest Holder has offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Trustee (including, without limitation, the reasonable fees and expenses of its counsel) therein or thereby; and · Notwithstanding anything contained herein to the contrary, the Trustee shall not be obligated, as soon as possible upon knowledge required to take any action in any jurisdiction other than in the State of a Trust Officer Delaware if the taking of such failure and receipt action will (i) require the consent or approval or authorization or order of appropriate recordsor the giving of notice to, if anyor the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware, (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence on the date hereof other than the State of Delaware becoming payable by the Trustee or (iii) subject the Trustee to perform such obligation, duty or agreement personal jurisdiction other than in the manner required hereunderState of Delaware for causes of action unrelated to the consummation of the transactions by the Trustee contemplated hereby.

Liability of Trustee. Except as otherwise provided in this Article II, in accepting the trust continued hereby, the Trustee acts solely as a trustee hereunder and not in its individual capacity, and all Persons having any claim against the Trustee by reason of the transactions contemplated by this Trust Agreement and any other agreement to which the Trust is a party shall look only to the Trust Estate for payment or satisfaction thereof. The Trustee shall not be liable or accountable hereunder to the Trust or to any other Person or under any other agreement to which the Trust is a party, except for the Trustee's own bad faith, gross negligence, fraud or willful misconduct. In particular, but not by way of limitation: (a) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders Trustee shall have no liability or other instruments that are specifically required to be furnished to responsibility for the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements validity or sufficiency of this Trust Agreement. , any agreement contemplated hereunder, or for the form, character, genuineness, sufficiency, value or validity of any portion of the Trust Estate or the Shares; (b) The Trustee shall give prompt written notice not be liable for any actions taken or omitted to be taken by it in accordance with the Depositor and instructions of the Administrative Agent Sponsor or the Liquidating Trustee; (c) The Trustee shall not have any liability for the acts or omissions of the Sponsor or its delegatees, the Liquidating Trustee, or any other Person; (d) The Trustee shall not have any duty or obligation to supervise the performance of any material lack obligations of conformity of the Sponsor or its delegatees, any such instrument to the applicable provisions of this Trust Agreement.Participant, or any other Person; (be) No provision of this Trust Agreement shall be construed to relieve require the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder act or its own willful misconduct; provided, however, that: (i) the Trustee shall not be personally liable for an error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted by it in good faith and in accordance with the direction of the Administrative Agent, the Depositor, the Calculation Agent or any Holder relating to the time, place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement. (c) The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, hereunder if it has the Trustee shall have reasonable grounds for believing that such action, repayment of such funds or adequate indemnity against any related such risk or liability is not reasonably assured or provided to it.; (df) Under no circumstances shall the Trustee be liable for indebtedness evidenced by or other obligations of the Trust arising under this Trust Agreement or any other agreements to which the Trust is a party; (g) The Trustee shall have be under no power obligation to vary the corpus exercise any of the Down-MACRO Tradeable rights or powers vested in it by this Trust Agreement, or to appear in, institute, conduct or defend any action or litigation under this Trust Agreement or any other agreements to which the Trust is a party, at the request, order or direction of the Sponsor or the Liquidating Trustee unless the Sponsor or the Liquidating Trustee has offered to the Trustee (in its capacity as Trustee and individually) security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Trustee (including, without limitation, the reasonable fees and expenses of its counsel) therein or thereby; (i) Notwithstanding anything contained herein to the contrary, the Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (x) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware, (y) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence as of the date hereof other than the State of Delaware becoming payable by the Trustee or (z) subject the Trustee to personal jurisdiction, other than in the State of Delaware, for causes of action arising from personal acts unrelated to the consummation of the transactions by the Trustee, as the case may be, contemplated hereby; and (ii) To the extent that, at law (common or statutory) or in equity, the Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust, the Shareholders or to any other Person, the Trustee acting under this Trust Agreement shall not be liable to the Trust, the Shareholders or to any other Person for its good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Trustee otherwise existing at law (common or statutory) or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Trustee. (eh) In The Trustee shall incur no liability if, by reason of any provision of any present or future law or regulation thereunder, or by any force majeure event, including but not limited to natural disaster, war or other circumstances beyond its reasonable control, the event Trustee shall be prevented or forbidden from doing or performing any act or thing which the terms of this Trust Agreement provide shall or may be done or performed by it, or by reason of any exercise of, or failure to exercise, any discretion provided for in this Trust Agreement. (i) The Trustee shall not be required to take any action hereunder or otherwise if the Trustee shall have reasonably determined, or shall have been advised by counsel, that the Transfer Agent and Registrar (if not also the Trustee) fails such action is likely to perform any obligation, duty or agreement result in the manner or liability on the day part of the Trustee or is contrary to the terms hereof or is otherwise contrary to law. (j) Whenever the Trustee is unable to decide between alternative courses of action permitted or required under by the terms of this Trust Agreement, or is unsure as to the application, intent, interpretation or meaning of any provision of this Trust Agreement, the Trustee shall promptly give notice (in such form as shall be obligatedappropriate under the circumstances) to the Sponsor requesting instruction as to the course of action to be adopted, as soon as possible upon knowledge of a Trust Officer and, to the extent the Trustee acts in good faith in accordance with any such instruction received, the Trustee shall not be liable on account of such failure action to any Person. If the Trustee shall not have received appropriate instructions within ten calendar days of sending such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action which is consistent, in its view, with this Trust Agreement, and receipt of appropriate records, if any, the Trustee shall have no liability to perform any Person for any such obligation, duty action or agreement in the manner required hereunderinaction.

Liability of Trustee. Except as otherwise provided in this Article II, in accepting the trust created hereby, Delaware Trust Company acts solely as Trustee hereunder and not in its individual capacity, and all Persons having any claim against Delaware Trust Company by reason of the transactions contemplated by this Trust Agreement and any other agreement to which the Trust is a party shall look only to the Trust Estate for payment or satisfaction thereof. The Trustee shall not be liable or accountable hereunder to the Trust or to any other Person or under any other agreement to which the Trust is a party, except for the Trustee’s own fraud, gross negligence, bad faith or willful misconduct. In particular, but not by way of limitation: (a) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders Trustee shall have no liability or other instruments that are specifically required to be furnished to responsibility for the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements validity or sufficiency of this Trust Agreement. The Trustee shall give prompt written notice to Agreement or for the Depositor and form, character, genuineness, sufficiency, enforceability, collectability, location, existence, value or validity of the Administrative Agent of any material lack of conformity of any such instrument to the applicable provisions of this Trust Agreement.Estate; (b) No provision of this Trust Agreement shall be construed to relieve the The Trustee from liability for its own negligent actionhas not prepared or verified, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, however, that: (i) the Trustee and shall not be personally responsible or liable for an error of judgment made for, any information, disclosure or other statement in good faith by a Trust Officer, unless it is proved that the Trustee was grossly negligent Memorandum or in ascertaining the pertinent facts; and (ii) the Trustee shall not be personally liable with respect to any action taken, suffered other document issued or omitted by it delivered in good faith and in accordance connection with the direction sale or transfer of the Administrative Agent, the Depositor, the Calculation Agent or any Holder relating to the time, place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement.Shares; (c) The Trustee shall not be required liable for any actions taken or omitted to be taken by it in accordance with the instructions of the Sponsor or the Liquidating Trustee; (d) The Trustee shall not have any liability for the acts or omissions of the Sponsor, the Custodian or their respective delegates; (e) The Trustee shall have no duty or obligation to supervise the performance of any obligations of the Sponsor, the Custodian or their respective delegates or any Participant; (f) No provision of this Trust Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against any related risk or liability is not reasonably assured to it.; (dg) Under no circumstances shall the Trustee be liable for any obligations of the Trust arising under this Trust Agreement or any other agreements to which the Trust is a party; (h) The Trustee shall have be under no power obligation to vary the corpus exercise any of the Down-MACRO Tradeable Trust.rights or powers vested in it by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or any other agreements to which the Trust is a party, at the request, order or direction of the Sponsor unless the Sponsor has offered to Delaware Trust Company (in its capacity as Trustee and individually) security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by Delaware Trust Company (including, without limitation, the reasonable fees and expenses of its counsel) therein or thereby; (ei) In Notwithstanding anything contained herein to the event that contrary, the Transfer Agent Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of, or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware, (ii) result in any fee, tax or other governmental charge becoming payable by the Trustee under the laws of any jurisdiction or any political subdivision thereof other than the State of Delaware or (iii) subject the Trustee to personal jurisdiction, other than in the State of Delaware, for causes of action arising from personal acts unrelated to the consummation of the actions of the Trustee contemplated by this Trust Agreement; (j) To the extent that, at law or in equity, the Trustee has duties (including fiduciary duties) and Registrar (if not also liabilities relating thereto to the Trust, the Shareholders or any other Person, the Trustee) fails to perform any obligation, duty or agreement in the manner or on the day required acting under this Trust Agreement, shall not be liable to the Trust, the Shareholders or any other Person for its good faith reliance on the provisions of this Trust Agreement, and the provisions of this Trust Agreement, to the extent that they restrict or eliminate the duties and liabilities of the Trustee otherwise existing at law or in equity are agreed by the parties hereto to replace such other duties and liabilities of the Trustee; and (k) The Trustee shall not be obligatedliable for punitive, as soon as possible upon knowledge exemplary, consequential or similar damages for a breach of a the Trust Officer of such failure and receipt of appropriate records, if any, to perform such obligation, duty or agreement in the manner required hereunderAgreement under any circumstances.

Liability of Trustee. (a) The Trusteerecitals of facts herein and in the Bonds contained shall be taken as statements of the Successor Agency, upon receipt and the Trustee shall not assume responsibility for the correctness of all resolutionsthe same, certificates, statements, opinions, reports, documents, orders or other instruments that are specifically required to be furnished nor make any representations as to the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements validity or sufficiency of this Trust AgreementIndenture or of the security for the Bonds or the tax status of interest thereon nor shall incur any responsibility in respect thereof, other than as expressly stated herein. The Trustee shall, however, be responsible for its representations contained in its certificate of authentication on the Bonds. The Trustee shall give prompt written notice not be liable in connection with the performance of its duties hereunder, except for its own negligence or intentional misconduct. The Trustee shall not be liable for the acts of any agents of the Trustee selected by it with due care. The Trustee and its officers and employees may become the Owner of any Bonds with the same rights it would have if they were not Trustee and, to the Depositor extent permitted by law, may act as depository for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the Administrative Agent rights of any material lack the Owners, whether or not such committee shall represent the Owners of conformity a majority in principal amount of any such instrument to the applicable provisions of this Trust AgreementBonds then Outstanding. (b) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, however, that: (i) the The Trustee shall not be personally liable for an any error of judgment made in good faith by a Trust Officerresponsible employee or officer, unless it is proved that the Trustee was grossly shall have been negligent in ascertaining the pertinent facts; and. (iic) the The Trustee shall not be personally liable with respect to any action taken, suffered taken or omitted to be taken by it in good faith and in accordance with the direction of the Administrative Agent, Owners of not less than a majority in aggregate principal amount of the Depositor, Bonds at the Calculation Agent or any Holder time Outstanding relating to the time, method and place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, Trustee under this Trust AgreementIndenture. (cd) The Trustee shall not be required liable for any action taken by it and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture, except for actions arising from the negligence or intentional misconduct of the Trustee. The permissive right of the Trustee to do things enumerated hereunder shall not be construed as a mandatory duty. (e) The Trustee shall not be deemed to have knowledge of any Event of Default hereunder unless and until a responsible officer shall have actual knowledge thereof, or shall have received written notice thereof from the Successor Agency at its Principal Corporate Trust Office. In the absence of such actual knowledge or notice, the Trustee may conclusively assume that no Event of Default has occurred and is continuing under this Indenture. Except as otherwise expressly provided herein, the Trustee shall not be bound to ascertain or inquire as to the performance or observance by any other party of any of the terms, conditions, covenants or agreements herein or of any of the documents executed in connection with the Bonds, or as to the existence of an Event of Default thereunder. The Trustee shall not be responsible for the validity or effectiveness of any collateral given to or held by it. Without limiting the generality of the foregoing, the Trustee may rely conclusively on the Successor Agency’s certificates to establish the Successor Agency's compliance with its financial covenants hereunder, including, without limitation, its covenants regarding the deposit of Tax Revenues into the Redevelopment Obligation Retirement Fund and the investment and application of moneys on deposit in the Redevelopment Obligation Retirement Fund (other than its covenants to transfer such moneys to the Trustee when due hereunder). The Trustee shall have no liability or obligation to the Bondowners with respect to the payment of debt service on the Bonds by the Successor Agency or with respect to the observance or performance by the Successor Agency of the other conditions, covenants and terms contained in this Indenture, or with respect to the investment of any moneys in any fund or account established, held or maintained by the Successor Agency pursuant to this Indenture or otherwise. No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers. The Trustee shall be entitled to interest on all amounts advanced by it at the maximum rate permitted by law. The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys or receivers and the Trustee shall not be responsible for any intentional misconduct or negligence on the part of any agent, attorney or receiver appointed with due care by it hereunder, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against any related risk or liability is not reasonably assured to it. (d) . The Trustee shall have no power responsibility, opinion, or liability with respect to vary any information, statements or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the corpus issuance of these Bonds. Before taking any action under Article VIII or this Article at the request of the Down-MACRO Tradeable Trust. (e) In Owners the Trustee may require that a satisfactory indemnity bond be furnished by the Owners for the reimbursement of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from its negligence or willful misconduct in connection with any action so taken. The Trustee will not be considered in breach of or in default in its obligations hereunder or progress in respect thereto in the event that of enforced delay ("unavoidable delay") in the Transfer Agent performance of such obligations due to unforeseeable causes beyond its control and Registrar (if without its fault or negligence, including, but not also limited to, Acts of God or of the public enemy or terrorists, acts of a government, acts of the other party, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, earthquakes, explosion, mob violence, riot, inability to procure or general sabotage or rationing of labor, equipment, facilities, sources of energy, material or supplies in the open market, litigation or arbitration involving a party or others relating to zoning or other governmental action or inaction pertaining to any project refinanced with the proceeds of the Bonds, malicious mischief, condemnation, and unusually severe weather and/or occurrences beyond the control of the Trustee) fails to perform any obligation, duty or agreement in the manner or on the day required under this Trust Agreement, the Trustee shall be obligated, as soon as possible upon knowledge of a Trust Officer of such failure and receipt of appropriate records, if any, to perform such obligation, duty or agreement in the manner required hereunder.

Liability of Trustee. Except as otherwise provided in this Article II, in accepting the trust created hereby, CSC Trust Company of Delaware acts solely as Trustee hereunder and not in its individual capacity, and all Persons having any claim against CSC Trust Company of Delaware by reason of the transactions contemplated by this Trust Agreement and any other agreement to which the Master Fund is a party shall look only to the Trust Estate for payment or satisfaction thereof; provided, however, that in no event is the foregoing intended to affect or limit the liability of the Managing Owner as set forth in Section 1.7 hereof. The Trustee shall not be liable or accountable hereunder to the Trust or to any other Person or under any other agreement to which the Master Fund is a party, except for the Trustee’s own gross negligence, willful misconduct or recklessness. In particular, but not by way of limitation: (a) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders Trustee shall have no liability or other instruments that are specifically required to be furnished to responsibility for the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements validity or sufficiency of this Trust Agreement. Agreement or for the form, character, genuineness, sufficiency, value or validity of the Trust Estate; (b) The Trustee shall give prompt written notice not be liable for any actions taken or omitted to be taken by it in accordance with the Depositor and instructions of the Administrative Agent Managing Owner or the Liquidating Trustee; (c) The Trustee shall not have any liability for the acts or omissions of the Managing Owner or its delegatees; (d) The Trustee shall not be liable for its failure to supervise the performance of any material lack obligations of conformity of the Managing Owner or its delegatees or any such instrument to the applicable provisions of this Trust Agreement.Commodity Broker; (be) No provision of this Trust Agreement shall be construed to relieve require the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder act or its own willful misconduct; provided, however, that: (i) the Trustee shall not be personally liable for an error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted by it in good faith and in accordance with the direction of the Administrative Agent, the Depositor, the Calculation Agent or any Holder relating to the time, place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement. (c) The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, hereunder if it has the Trustee shall have reasonable grounds for believing that such action, repayment of such funds or adequate indemnity against any related such risk or liability is not reasonably assured or provided to it.; (df) Under no circumstances shall the Trustee be liable for indebtedness evidenced by or other obligations of the Master Fund arising under this Trust Agreement or any other agreements to which the Master Fund is a party; (g) The Trustee shall have be under no power obligation to vary the corpus exercise any of the Down-MACRO Tradeable Trust. (e) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty rights or agreement powers vested in the manner or on the day required under it by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or any other agreements to which the Master Fund is a party, at the request, order or direction of the Managing Owner unless the Managing Owner has offered to CSC Trust Company of Delaware (in its capacity as Trustee and individually) security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by CSC Trust Company of Delaware (including, without limitation, the reasonable fees and expenses of its counsel) therein or thereby; (h) Notwithstanding anything contained herein to the contrary, the Trustee shall not be obligatedrequired to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will require the consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware, (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence as of the date hereof other than the State of Delaware becoming payable by the Trustee or (iii) subject the Trustee to personal jurisdiction, other than in the State of Delaware, for causes of action arising from personal acts unrelated to the consummation of the transactions by the Trustee, as soon as possible upon knowledge the case may be, contemplated hereby; and (i) To the extent that, at law or in equity, the Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Master Fund, the Shareholders or to any other Person, the Trustee acting under this Trust Agreement shall not be liable to the Master Fund, the Shareholders or to any other Person for its good faith reliance on the provisions of a this Trust Officer Agreement. The provisions of such failure and receipt of appropriate records, if anythis Trust Agreement, to perform the extent that they restrict the duties and liabilities of the Trustee otherwise existing at law or in equity are agreed by the parties hereto to replace such obligation, duty or agreement in other duties and liabilities of the manner required hereunderTrustee.

Liability of Trustee. (aA) The Trusteerecitals of facts herein and in the Bonds contained shall be taken as statements of the Authority, upon receipt and the Trustee shall assume no responsibility for the correctness of all resolutionsthe same, certificates, statements, opinions, reports, documents, orders or other instruments that are specifically required to be furnished make any representations as to the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements validity or sufficiency of this Trust AgreementIndenture or of the Bonds. In addition, the Trustee shall assume no responsibility with respect to this Indenture or the Bonds other than in connection with the duties or obligations assigned to or imposed upon the Trustee herein or in the Bonds. The Trustee shall, however, be responsible for its representations contained in its certificate of authentication on the Bonds. The Trustee shall give prompt written notice not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct. The Trustee may become the Holder of Bonds with the same rights it would have if it were not Trustee and, to the Depositor extent permitted by law, may act as depositary for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the Administrative Agent rights of Bondholders, whether or not such committee shall represent the Holders of a majority in principal amount of the Bonds then Outstanding. The Trustee may execute any material lack of conformity the trusts or powers set forth herein and perform the duties required of any such instrument it hereunder by or through attorneys, agents, or receivers and shall be entitled to the applicable provisions advice of this Trust Agreementcounsel concerning all matters of trusts and its duties herein. (bB) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, however, that: (i) the The Trustee shall not be personally liable for an any error of judgment made in good faith by a Trust Officerresponsible officer, director or employee unless it is shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and. (iiC) the The Trustee shall not be personally liable with respect to any action taken, suffered or inaction taken or omitted to be taken by it in good faith and in accordance with the direction of the Administrative Agent, Holders of not less than a majority in aggregate principal amount of the Depositor, Bonds at the Calculation Agent or any Holder time Outstanding relating to the time, method and place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, Trustee under this Trust AgreementIndenture. (cD) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Bondholders pursuant to the provisions of this Indenture unless such Bondholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby. (E) The Trustee shall not be required liable for any action or inaction taken by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture. (F) The Trustee shall not be deemed to have knowledge of any default or Event of Default hereunder unless and until it shall have actual knowledge thereof, or shall have received written notice thereof, at its Corporate Trust Office. Except as otherwise expressly provided herein, the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements herein or of any of the documents executed in connection with the Bonds, or as to the existence of a default or Event of Default thereunder. The Trustee shall not be responsible for the validity or effectiveness of any collateral given to or held by it. (G) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers hereunderpowers, other than to notify the Authority that it intends to take no particular action or to notify the Bondholders that it will take no action, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against any related such risk or liability is not reasonably assured to it. The Trustee shall, however, in any case, pay from funds held by it hereunder and available for such purpose, principal of and premium, if any, or interest on the Bonds as it becomes due and accelerate the Bonds as required by the Indenture, notwithstanding anything to the contrary herein. (dH) The Trustee shall have no power responsibility, opinion or liability with respect to vary any information statement or recital found in any Official Statement or other disclosure material, prepared or distributed with respect to the corpus issuance of the Down-MACRO Tradeable Trust. (e) In the event that the Transfer Agent and Registrar (if not also Bonds, except for information provided by the Trustee) fails to perform any obligation, duty or agreement in the manner or on the day required under this Trust Agreement, the Trustee shall be obligated, as soon as possible upon knowledge of a Trust Officer of such failure and receipt of appropriate records, if any, to perform such obligation, duty or agreement in the manner required hereunder.

Liability of Trustee. (a) The Trusteerecitals of facts herein and in the Notes contained shall be taken as statements of Borrower, upon receipt and Trustee shall assume no responsibility for the correctness of all resolutionsthe same, certificates, statements, opinions, reports, documents, orders or other instruments that are specifically required to be furnished make any representations as to the validity or sufficiency of this Indenture or of the Notes. In addition, Trustee pursuant shall assume no responsibility with respect to any provision hereofthis Indenture or Notes other than in connection with the duties or obligations assigned to or imposed upon Trustee herein or in the Notes. Trustee shall, however, be responsible for its representations contained in its certificate of authentication on the Notes. Trustee shall examine them to determine whether they conform on their face not be liable in connection with the performance of its duties hereunder, except for its own gross negligence or willful misconduct. Trustee may become the Registered Owner of Notes with the same rights it would have if it were not Trustee and, to the requirements extent permitted by law, may act as depositary for and permit any of this Trust Agreementits officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Registered Owners, whether or not such committee shall represent the Registered Owners of a majority in principal amount of the Notes then Outstanding. The Trustee may execute any of the trusts or powers set forth herein and perform the duties required of it hereunder by or through attorneys, agents, or receivers, and shall give prompt written notice be entitled to the Depositor advice of counsel of its selection concerning all matters of trusts and the Administrative Agent of any material lack of conformity of any such instrument to the applicable provisions of this Trust Agreementits duties herein. (b) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, however, that: (i) the Trustee shall not be personally liable for an any error of judgment made in good faith by a Trust Officerresponsible officer, unless it is shall be proved that the actions taken or omitted by Trustee constitute willful misconduct or that Trustee was grossly negligent in ascertaining the pertinent facts; and. (iic) the Trustee shall not be personally liable with respect to any action taken, suffered taken or omitted to be taken by it in good faith and in accordance with the direction of the Administrative Agent, Registered Owners of not less than a majority in aggregate principal amount of the Depositor, Notes at the Calculation Agent or any Holder time Outstanding relating to the time, method and place or method of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred upon the Trustee, Trustee under this Trust AgreementIndenture. (cd) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Registered Owners pursuant to the provisions of this Indenture unless such Registered Owners shall have offered to Trustee satisfactory security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby; provided, however, that Trustee shall not be required entitled to any security or indemnity with respect to its obligation to draw under the Letter of Credit to pay the principal or purchase price of or interest on the Notes. (e) Trustee shall not be liable for any action taken by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture except for its own gross negligence or willful misconduct. (f) Trustee shall not be deemed to have knowledge of any default or Event of Default hereunder unless and until it shall have actual knowledge thereof, or shall have received written notice thereof at its designated corporate trust office. Except as otherwise expressly provided herein, Trustee shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements herein or of any of the documents executed in connection with the Notes or as to the existence of a default or Event of Default thereunder. Trustee shall not be responsible for the validity or effectiveness of any collateral given to or held by it. (g) No provision of this Indenture shall require Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunderpowers. Trustee shall, if however, in any case make drawings under the Letter of Credit, pay principal or purchase price of or interest on the Notes as it has reasonable grounds for believing that repayment of such funds or adequate indemnity against any related risk or liability is not reasonably assured becomes due and accelerate the Notes as required by this Indenture, notwithstanding anything to itthe contrary herein. (dh) The rights, privileges, protections, immunities and benefits given to Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, Trustee shall have no power in each of its capacities hereunder, and each agent, custodian and other Person employed to vary the corpus of the Down-MACRO Tradeable Trustact hereunder. (ei) In Trustee may request that Borrower deliver an officer’s certificate of Borrower executed on its behalf by an Authorized Representative of Borrower setting forth the event that the Transfer Agent names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which officer’s certificate may be signed by any person authorized to sign an officer’s certificate, including any person specified as so authorized in any such certificate previously delivered and Registrar (if not also the Trustee) fails to perform any obligation, duty or agreement in the manner or on the day required under this Trust Agreement, the Trustee shall be obligated, as soon as possible upon knowledge of a Trust Officer of such failure and receipt of appropriate records, if any, to perform such obligation, duty or agreement in the manner required hereundersuperseded.

Liability of Trustee. (a) The Trusteerecitals of facts herein and in the Bonds contained shall be taken as statements of the County, upon receipt and the Trustee shall not assume responsibility for the correctness of all resolutionsthe same, certificates, statements, opinions, reports, documents, orders or other instruments that are specifically required to be furnished make any representations as to the validity or sufficiency of this Indenture or of the Bonds or shall incur any responsibility in respect thereof, other than as expressly stated herein in connection with the respective duties or obligations herein or in the Bonds assigned to or imposed upon it. The Trustee pursuant to any provision hereofshall, shall examine them to determine whether they conform however, be responsible for its representations contained in its certificate of authentication on their face the Bonds. The Trustee makes no representations as to the requirements validity or sufficiency of this Trust Agreementthe Indenture or of any Bonds, or in respect of the security afforded by the Indenture and the Trustee shall incur no responsibility in respect thereof. The Trustee shall give prompt written notice to be under no responsibility or duty with respect to: (i) the Depositor and issuance of the Administrative Agent Bonds for value; (ii) for the use or application by the County or others of any material lack of conformity the Bonds or the proceeds thereof or for the use or application of any such instrument to money paid over by the applicable Trustee in accordance with the provisions of this Trust AgreementIndenture; or (iii) interest on any moneys received by it that, as a result of the absence of instructions from the County, or as a result of inadequate or incomplete instructions from the County, regarding the disposition of such moneys, have not been deposited by the Trustee in a fund or account established hereunder. The Trustee shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct. The Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by the Indenture. The Trustee may become the Owner of Bonds with the same rights it would have if it were not Trustee, and, to the extent permitted by law, may act as depository for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Bond Owners, whether or not such committee shall represent the Owners of a majority in aggregate principal amount of the Bonds then Outstanding. (b) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, however, that: (i) the The Trustee shall not be personally liable for an any error of judgment made in good faith by a Trust Officerresponsible officer, unless it is shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and. (iic) the The Trustee shall not be personally liable with respect to any action taken, suffered taken or omitted to be taken by it in good faith and in accordance with the direction of the Administrative Agent, Owners of not less than a majority in aggregate principal amount of the Depositor, Bonds at the Calculation Agent or any Holder time Outstanding relating to the time, method and place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, Trustee under this Trust Agreement. (c) The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against any related risk or liability is not reasonably assured to itIndenture. (d) The Trustee shall have no power to vary the corpus No personal recourse may be taken, directly or indirectly, against any officer, director, agent or employee of the Down-MACRO Tradeable TrustTrustee with respect to the obligations of the Trustee under this Indenture or any certificate or other writing delivered in connection therewith. (e) In the event that the Transfer Agent Trustee receives inconsistent or conflicting requests and Registrar (if not also indemnity from two or more groups of Bond Owners, each representing less than a majority of the Trustee) fails to perform any obligation, duty or agreement in the manner or on the day required under this Trust Agreementaggregate principal amount of Bonds then outstanding, the Trustee shall be obligated, as soon as possible upon knowledge follow the direction of a Trust Officer the group of such failure and receipt Bond Owners holding the largest aggregate principal amount of appropriate recordsthe Bonds, if any, shall be taken. The Trustee shall not be liable with respect to perform any such obligationaction taken or omitted to be taken by it in good faith. (f) Except for information provided by the Trustee concerning the Trustee, duty the Trustee shall have no responsibility for any information in any offering memorandum or agreement other disclosure material distributed with respect to the Bonds, and the Trustee shall have no responsibility for compliance with any state or federal securities laws in connection with the manner required Bonds. (g) The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Means “Electronic Means” shall mean the following communications methods: email, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder.); provided, however, that the County shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the County, whenever a person is to be added or deleted from the listing. If the County elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The County understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The County shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the County and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the County. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The County agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the County;

Liability of Trustee. (a) The Trusteerecitals of facts herein, upon receipt in the Assignment Agreement and in the Certificates contained shall be taken as statements of all resolutionsthe Lessee, certificatesand the Trustee assumes no, statementsnor shall it have any, opinionsresponsibility or liability for the correctness of the same, reports, documents, orders or other instruments that are specifically required to be furnished and makes no representations as to the validity or sufficiency of this Trust Agreement or the Certificates as to the value or condition of the trust estate or any part thereof, as to the title of the Lessee thereto, as to the security afforded thereby or by this Trust Agreement, as to the tax status of the Interest Component with respect to the Certificates, or as to the technical or financial viability of the Lessee, and shall incur no responsibility nor have any liability in respect thereof. The Trustee shall not be accountable in any manner whatsoever for the use or application by the Lessee of the Certificates or the proceeds thereof or of any moneys paid to the Lessee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements terms of this Trust Agreement. The Trustee shall give prompt written notice shall, however, be responsible for its representations in relation to the Depositor execution of the Certificates. The Trustee shall not be liable in connection with the performance of its duties hereunder except for its own negligence or willful misconduct. The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or through agents or attorneys, and the Administrative Agent Trustee shall not be directly responsible for any misconduct or negligence on the part of any material lack agent (other than an employee) or attorney appointed with due care. The Lessee shall not be deemed an agent of conformity of the Trustee for any such instrument purpose, and the Trustee shall not be responsible for the compliance by the Lessee with its duties hereunder in connection with the transactions contemplated herein. The Trustee may become the Certificateholder with the same rights it would have if it were not Trustee, and, to the applicable provisions extent permitted by law, may act as depositary for and permit any of this Trust Agreement. (b) their officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Certificateholder, whether or not such committee shall represent the Certificateholder of the majority in principal amount of the Certificates then Outstanding. No provision of this Trust Agreement shall be construed to relieve require the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, however, that: (i) the Trustee shall not be personally liable for an error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted by it in good faith and in accordance with the direction of the Administrative Agent, the Depositor, the Calculation Agent or any Holder relating to the time, place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement. (c) The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of its rights or powers. In accepting the trusts hereby created, the Trustee acts solely as Trustee for the Certificateholder and not in its individual capacity and all persons, including without limitation the Certificateholder, Lessor and Lessee having any claim against the Trustee arising from this Trust Agreement shall look only to the funds and accounts held by the Trustee hereunder for payment except as otherwise provided herein. Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Certificates. The Trustee makes no representation or warranty, express or implied as to the title, value, design, compliance with specifications or legal requirements, quality, durability, operation, condition, merchantability or fitness for any particular purpose or fitness for the use contemplated by the Lessor and the Lessee of the Project. In no event shall the Trustee be liable for incidental, indirect, special or consequential damages in connection with or arising from the Lease or this Trust Agreement for the existence, furnishing or use of the Project. The Trustee shall not be accountable for the use or application by the Lessee or any other party of any funds which the Trustee has released in accordance with the provisions of this Trust Agreement. Every provision of this Trust Agreement, the Lease, the Site Lease and the Assignment Agreement relating to the conduct or liability of the Trustee shall be subject to the provisions of this Trust Agreement, including without limitation, this Article. The Trustee is authorized and directed to execute in its capacity as Trustee hereunder the Assignment Agreement. The Trustee is not responsible for any official statement or any other offering material prepared or distributed with respect to the Certificates. The Trustee shall not be liable for any action taken or not taken by it in accordance with the written direction of the Certificateholder relating to the time, method and place of conducting any proceeding or remedy available to the Trustee, or in the exercise of any of its rights trust or powers hereunder, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against any related risk or liability is not reasonably assured power conferred to it. (d) The the Trustee shall have no power to vary the corpus of the Down-MACRO Tradeable Trust. (e) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty or agreement in the manner or on the day required under this Trust Agreement. Prior to taking any action under Article XII or this Article at the request of the Certificateholder, the Trustee may require that a satisfactory indemnity bond be furnished by the Certificateholder for the reimbursement of all expenses to which it may incur and to protect it against all liability, except liability which is adjudicated to have resulted from its own negligence or willful misconduct in connection with any action so taken under Article XII or this Article. The Trustee shall not be considered in breach of or in default in its obligations hereunder or progress in respect thereto in the event of enforced delay (“unavoidable delay”) in the performance of such obligations due to unforeseeable causes beyond its control and without its fault or negligence, including, but not limited to, Acts of God or of the public enemy or terrorists, acts of a government, acts of the other party, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, earthquakes, explosion, mob violence, riot, inability to procure or general sabotage or rationing of labor, equipment, facilities, sources of energy, material or supplies in the open market, litigation or arbitration involving a party or others relating to zoning or other governmental action or inaction pertaining to the project, malicious mischief, condemnation, and unusually severe weather or delays of suppliers or subcontractors due to such causes or any similar event and/or occurrences beyond the control of the Trustee. The Trustee agrees to accept and act upon instructions or directions pursuant to this Trust Agreement sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however, that, the Trustee shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be obligatedamended and replaced whenever a person is to be added or deleted from the listing. If the Lessee elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Lessee agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. The Trustee shall, prior to an Event of Default, and after the curing of all Events of default which may have occurred hereunder, perform such duties and only such duties are specifically set forth herein. The Trustee shall, during the existence of any Event of Default, which has not been cured, exercise such of the rights and powers vested in it by this Trust Agreement, and use the same degree of care and skill in their exercise, as soon as possible upon knowledge of a Trust Officer of such failure and receipt of appropriate records, if any, to perform such obligation, duty prudent persons would exercise or agreement use under the circumstances in the manner required hereunderconduct of their own affairs.

Liability of Trustee. (a) The Trusteerecitals of facts herein and in the Bonds contained shall be taken as statements of the Authority, upon receipt and the Trustee shall assume no responsibility for the correctness of all resolutionsthe same, certificatesor make any representations as to the legality, statementsvalidity or sufficiency of this Indenture or of the Bonds or the Loan Agreement, opinionsthe Regulatory Agreement, reportsthe Contract of Insurance or the Deed of Trust, any amendment to any said documents, orders or other instruments that are specifically insuring the Project or collecting any insurance proceeds, nor shall it incur any responsibility in respect thereof. Except as required to be furnished by the provisions of this Indenture, the Trustee shall not incur any responsibility or duty with respect to the delivery of the Bonds for value or the application of any proceeds thereof or any Revenues. The Trustee pursuant to any provision hereofshall, shall examine them to determine whether they conform however, be responsible for its representations contained in its certificate of authentication on their face to the requirements of this Trust AgreementBonds. The Trustee shall give prompt written notice not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct. The Trustee may become the owner of Bonds with the same rights it would have if it were not Trustee and, to the Depositor extent permitted by law, may act as depository for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the Administrative Agent rights of any material lack Owners, whether or not such committee shall represent the Owners of conformity a majority in principal amount of any such instrument to the applicable provisions of this Trust AgreementBonds then Outstanding. (b) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, however, that: (i) the The Trustee shall not be personally liable for an any error of judgment made in good faith by a Trust Officerresponsible officer, unless it is shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) . Permissive rights of the Trustee shall not be personally construed as duties. (c) The Trustee shall not be liable with respect to any action taken, suffered taken or omitted to be taken by it in good faith and in accordance with the direction of the Administrative AgentOwners of not less than a majority (or other percentage provided for herein) in aggregate principal amount of the Bonds at the time Outstanding or the Office, the Depositoras applicable,, the Calculation Agent or any Holder relating to the time, method and place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, Trustee under this Trust AgreementIndenture. (cd) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture, the Loan Agreement or the Regulatory Agreement at the request, order or direction of any of the Owners or the Office pursuant to the provisions of this Indenture unless such Owners or the Office shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the fees, costs, expenses and liabilities (including reasonable attorneys’ fees and expenses) which may be incurred therein or thereby. The Trustee has no obligation or liability to the Owners for the payment of principal of, Redemption Price or interest on the Bonds from its own funds; but rather the Trustee’s obligations shall be limited to the performance of its duties hereunder. (e) The Trustee shall not be liable for any action taken by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture unless it shall be proved that the Trustee was negligent in so acting. (f) Whether or not therein expressly so provided, every provision of this Indenture, the Loan Agreement, the Deed of Trust, the Regulatory Agreement or other documents relating to the issuance of the Bonds, relating to the conduct or affecting the liability of or affording protection to the Trustee, shall be subject to the provisions of this Article. (g) Subject to the other provisions of this Section 8.03 and the provisions of Sections 8.01 and 8.04 hereof, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, requisition, opinion, report, notice, request, direction, consent, order, bond, debenture, coupon or other paper or document, but the Trustee, in its discretion, may make such further investigation or inquiry into such facts of matters as it may deem fit, and, if the Trustee shall determine to make such further inquiry or investigation, the Authority shall assure that the Trustee shall be entitled to examine the books, records and premises of the Corporation, personally or by agent or attorney. (h) The Trustee shall not be deemed to have knowledge of any Event of Default or any Loan Default Event, except pursuant to Section 8.1(a) of the Loan Agreement, unless and until it shall have actual knowledge thereof, or shall have received written notice thereof, at its Principal Corporate Trust Office; as used herein, the term “actual knowledge” means the actual fact or statement of knowing, without any duty to make any investigation with regard thereto. Except as otherwise expressly provided herein, the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements herein or of any of the documents executed in connection with the Bonds, or as to the existence of a default thereunder. (i) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, co-trustees or attorneys and shall not be liable for the same if selected with due care. (j) The Trustee shall have no duty to review, verify or analyze any financial statements furnished to it by the Corporation, and shall hold such financial statements solely as a repository for the Owners. The Trustee shall not be deemed to have notice of any information contained therein or any default or Event of Default that may be disclosed therein in any manner. (k) The Trustee shall have no responsibility, opinion, liability or duty with respect to any information, statement or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds. (l) Anything to the contrary notwithstanding, the Trustee shall not be required to enter, take possession of, or take any other action whatsoever with respect to the Project, and shall not be required to initiate foreclosure proceedings with respect to the Project and the Deed of Trust unless the Trustee is satisfied that the Trustee will not be subject to any liability (i) under any Environmental Regulations, or (ii) from any circumstances present at the Project relating to the presence, use, management, disposal of or contamination by any Hazardous Substance. (m) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers hereunderpowers, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against any related such risk or liability is not reasonably assured to itits satisfaction. (dn) The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however, that, the Trustee shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Authority or the Corporation elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Authority and the Corporation agree to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. (o) The Trustee shall have no power to vary be compensated and indemnified by the corpus of the Down-MACRO Tradeable Trust. (e) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty or agreement Corporation as set forth in the manner or on the day required under this Trust Loan Agreement, the Trustee shall be obligated, as soon as possible upon knowledge of a Trust Officer of such failure and receipt of appropriate records, if any, to perform such obligation, duty or agreement in the manner required hereunder.

Liability of Trustee. (a) The Trusteerecitals of facts, upon receipt agreements and covenants herein and in the Bonds shall be taken as recitals of all resolutionsfacts, certificatesagreements and covenants of the Authority, statements, opinions, reports, documents, orders and the Trustee assumes no responsibility for the correctness of the same or other instruments that are specifically required to be furnished makes any representation as to the Trustee pursuant sufficiency or validity hereof or of the Bonds, or shall incur any responsibility in respect thereof other than in connection with the rights or obligations assigned to any provision hereofor imposed upon it herein, shall examine them to determine whether they conform on their face to in the requirements of this Trust AgreementBonds or in law or equity. The Trustee shall give prompt written notice to not be liable in connection with the Depositor and the Administrative Agent of any material lack of conformity of any such instrument to the applicable provisions of this Trust Agreement. (b) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard performance of its duties hereunder or except for its own negligence or willful misconduct; provided, however, that: (i) the . The Trustee shall not be personally bound to recognize any person as the Bondholder of a Bond unless and until such Bond is submitted for inspection, if required, and such Bondholder’s title thereto satisfactorily established, if disputed. The Trustee shall not be liable for an any error of judgment made in good faith by a Trust Officerfaith, unless it is shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the . The Trustee shall not be personally liable with respect to any action taken, suffered taken or omitted to be taken by it in good faith and in accordance with the direction of the Administrative Agent, the Depositor, the Calculation Agent Bondholders of not less than a majority (or any Holder lesser amount that may direct the Trustee in accordance with this Agreement) in aggregate principal amount of the Bonds at the time Outstanding, relating to the time, method and place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, Trustee under this Trust Agreement. (c) Indenture. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Bondholders pursuant to the provisions of this Indenture unless such Bondholders shall have offered to the Trustee reasonable security or indemnity against the reasonable costs, expenses and liabilities that may be incurred therein or thereby. The Trustee has no obligation or liability to the Bondholders for the payment of the interest on, principal of or redemption premium, if any, with respect to the Bonds from its own funds; but rather the Trustee’s obligations shall be limited to the performance of its duties hereunder. The Trustee shall not be required deemed to have knowledge of any event of default (except payment defaults) unless and until a Responsible Officer shall have actual knowledge thereof or a Responsible Officer of the Trustee shall have received written notice thereof at its Principal Office. The Trustee shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements herein or of any of the documents executed in connection with the Bonds, or as to the existence of a default or event of default thereunder. The Trustee shall not be responsible for the validity or effectiveness of any collateral given to or held by it. The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through attorneys-in-fact, agents or receivers and shall not be answerable for the negligence or misconduct of any such attorney-in-fact, agent or receiver selected by it with due care. The Trustee shall be entitled to advice of counsel and other professionals concerning all matters of trust and its duty hereunder, but the Trustee shall not be answerable for the professional malpractice of any attorney-in-law or certified public accountant in connection with the rendering of his professional advice in accordance with the terms of this Indenture, if such attorney-in-law or certified public accountant was selected by the Trustee with due care. The Trustee shall not be concerned with or accountable to anyone for the subsequent use or application of any moneys which shall be released or withdrawn in accordance with the provisions hereof. Whether or not therein expressly so provided, every provision of this Indenture, the Facility Lease or related documents relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Article. The Trustee makes no representation or warranty, express or implied, as to the title, value, design, compliance with specifications or legal requirements, quality, durability, operation, condition, merchantability or fitness for any particular purpose for the use contemplated by the Authority or County of the Facilities or the Project. In no event shall the Trustee be liable for incidental, indirect, special or consequential damages in connection with or arising from the Facility Lease or this Indenture for the existence, furnishing or use of the Facilities or the Project. The Trustee shall be protected in acting upon any notice, resolution, requisition, request (including any Written Request of the Authority or the County), consent, order, certificate, report, opinion, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. Before the Trustee acts or refrains from acting, the Trustee may consult with counsel, who may be counsel of or to the Authority, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. Whenever in the administration of its rights and obligations hereunder the Trustee shall deem it necessary or desirable that a matter be established or proved prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of bad faith on the part of the Trustee, be deemed to be conclusively proved and established by a Certificate of the Authority, which certificate shall be full warrant to the Trustee for any action taken or suffered under the provisions hereof upon the faith thereof, but in its discretion the Trustee may in lieu thereof accept other evidence of such matter or may require such additional evidence as it may deem reasonable. No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance or exercise of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers hereunder, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against any related risk or liability powers. The Trustee is not reasonably assured to itresponsible for the content of any official statement or any other offering or disclosure material prepared in connection with the Bonds. (d) The Trustee shall have no power to vary the corpus of the Down-MACRO Tradeable Trust. (e) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty or agreement in the manner or on the day required under this Trust Agreement, the Trustee shall be obligated, as soon as possible upon knowledge of a Trust Officer of such failure and receipt of appropriate records, if any, to perform such obligation, duty or agreement in the manner required hereunder.

Liability of Trustee. (a) The Trusteerecitals of facts herein and in the Notes and evidences of any Parity Debt contained shall be taken as statements of the Commission, upon receipt and the Trustee assumes no responsibility for the correctness of all resolutionsthe same, certificates, statements, opinions, reports, documents, orders or other instruments that are specifically required to be furnished and makes no representations as to the Trustee pursuant to validity or sufficiency of this Indenture or of the Notes or of the evidences of any provision hereofParity Debt or of any Investment Security, shall examine them to determine whether they conform on their face as to the requirements sufficiency of the Revenues or the priority of the lien of this Trust AgreementIndenture thereon, or as to the financial or technical feasibility of any portion of the Project and shall not incur any responsibility in respect of any such matter, other than in connection with the duties or obligations expressly herein or in the Notes and evidences of Parity Debt assigned to or imposed upon it. The Trustee shall give prompt written notice not be liable in connection with the performance of its duties hereunder, except for its own negligence, willful misconduct or breach of the express terms and conditions hereof. The Trustee and its directors, officers, employees or agents may in good faith buy, sell, own, hold and deal in any of the Notes and evidences of Parity Debt and may join in any action which any Owner of a Note or evidence of Parity Debt may be entitled to take, with like effect as if the Depositor Trustee was not the Trustee under this Indenture. The Trustee may in good faith hold any other form of indebtedness of the Commission, own, accept or negotiate any drafts, bills of exchange, acceptances or obligations of the Commission and make disbursements for the Administrative Agent of Commission and enter into any material lack of conformity of any such instrument to the applicable provisions of this Trust Agreementcommercial or business arrangement therewith, without limitation. (b) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, however, that: (i) the The Trustee shall not be personally liable for an any error of judgment made in good faith by a Trust Officer, responsible officer unless it is shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts. The Trustee may execute any of the trusts or powers hereof and perform the duties required of it hereunder by or through attorneys, agents, or receivers, and shall be entitled to advice of counsel concerning all matters of trust and its duty hereunder, but the Trustee shall be answerable for the negligence or misconduct of any such attorney, agent, or receiver selected by it; and (ii) provided that the Trustee shall not be personally answerable for the negligence or misconduct of any attorney or certified public accountant selected by it with due care. (c) The Trustee shall not be liable with respect to any action taken, suffered taken or omitted to be taken by it in good faith and in accordance with the direction of the Administrative Agent, Owners of not less than twenty-five percent (25%) in aggregate principal amount of the Depositor, Notes and any Parity Debt at the Calculation Agent or any Holder time Outstanding relating to the time, method and place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, Trustee under this Trust AgreementIndenture. (cd) The Trustee shall not be required under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders of Notes or Parity Debt pursuant to the provisions of this Indenture, including, without limitation, the provisions of Article VII hereof, unless such Holders of Notes or Parity Debt shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance or exercise of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers hereunderpowers, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against any related such risk or liability is not reasonably assured to itits satisfaction. (df) The Trustee shall not be deemed to have no power knowledge of and shall not be required to vary take any action with respect to, any Event of Default (other than an Event of Default described in subsections (a) or (b) of Section 7,01) or event which would, with the corpus giving of notice, the passage of time or both, constitute an Event of Default, unless the Trustee shall have actual knowledge of such event or shall have been notified of such event by the Commission, an Administrative Agent, or the Owners of twenty-five percent (25%) of the Down-MACRO Tradeable Trust. (e) In principal amount of the event that Notes and Parity Debt at the Transfer Agent and Registrar (if not also time Outstanding. Without limiting the Trustee) fails to perform any obligation, duty or agreement in generality of the manner or on the day required under this Trust Agreementforegoing, the Trustee shall not be obligatedrequired to ascertain, monitor or inquire as soon to the performance or observance by the Commission of the terms, conditions, covenants or agreements set forth in Article VI hereof (including, without limitation, the covenants of the Commission set forth in Sections 6.08 or 6.09 hereof) or in any other provisions contained in the proceedings relating to Parity Debt as possible may be specified therein, other than the covenants of the Commission to make payments with respect to the Notes when due as set forth in Section 6.01 and with respect to Parity Debt when due as set forth in the instruments establishing or evidencing such Parity Debt and to file with the Trustee when due, such reports and certifications as the Commission is required to file with the Trustee hereunder. (g) No permissive power, right or remedy conferred upon knowledge of the Trustee hereunder shall be construed to impose a Trust Officer of duty to exercise such failure and receipt of appropriate recordspower, right or remedy. (h) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, coupon or other paper or document but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if anythe Trustee shall determine to make such further inquiry or investigation, it shall be entitled to perform such obligationexamine the books, duty records and premises of the Commission, personally or agreement by agent or attorney. (i) The Trustee shall not be responsible for: (1) the application or handling by the Commission of any Revenues or other moneys transferred to or pursuant to any Requisition or Request of the Commission in accordance with the terms and conditions hereof; (2) the application and handling by the Commission of any other fund or account designated to be held by the Commission hereunder; (3) any error or omission by the Commission in making any computation or giving any instruction pursuant to Sections 6.08, 6.09 hereof, nor in any provisions relating to Parity Debt as may be specified in the manner required hereunderproceedings therefor, and may rely conclusively on any computations or instructions furnished to it by the Commission in connection with such requirements, including Sections 6.08 and 6.09 and each Tax Certificate and any tax certificate relating to Parity Debt; (4) the construction, operation or maintenance of any portion of the Project by the Commission. (j) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or, affording protection to the Trustee shall be subject to the provisions of this Article VIII.

Liability of Trustee. (a) The TrusteeTrustee shall not be liable for the acts or omissions of the Sponsor, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments that are specifically required to be furnished to nor shall the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to be liable for supervising or monitoring the requirements performance and the duties and obligations of the Sponsor or the Trust under this Trust Agreement, except as otherwise set forth herein. The Trustee shall give prompt written notice not be liable under any circumstances, except for a breach of its obligations pursuant to the Depositor and the Administrative Agent of any material lack of conformity of any such instrument to the applicable provisions of this Trust Agreement. (b) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, howeverbad faith or gross negligence. In particular, thatbut not by way of limitation: (i) the Trustee shall not be personally liable for an any error of judgment made in good faith by a Trust Officerfaith, unless it is proved that except to the Trustee was grossly negligent in ascertaining the pertinent facts; andextent such error of judgment constitutes gross negligence on its part; (ii) no provision in this Trust Agreement shall require the Trustee shall not be personally liable with respect to any action taken, suffered or omitted by it in good faith and in accordance with the direction of the Administrative Agent, the Depositor, the Calculation Agent or any Holder relating to the time, place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement. (c) The Trustee shall not be required to expend or risk its own personal funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if it has the Trustee shall have reasonable grounds for believing that repayment the payment of such funds or adequate indemnity against any related such risk or liability is not reasonably assured or provided to it.; (diii) The under no circumstances shall the Trustee be liable for any representation, warranty, covenant, agreement, or indebtedness of the Trust; (iv) the Trustee shall have no power to vary the corpus not be personally responsible for or in respect of the Down-MACRO Tradeable Trust.validity or sufficiency of this Trust Agreement or for the due execution hereof by the Sponsor; (ev) In the event that Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the Transfer Agent and Registrar (if not also the Trustee) fails proper party or parties. As to perform any obligation, duty fact or agreement in matter the manner or on the day required under this Trust Agreementof ascertainment of which is not specifically prescribed herein, the Trustee shall be obligatedmay for all purposes hereof rely on a certificate, signed by the Sponsor, as soon as possible upon knowledge to such fact or matter, and such certificate shall constitute full protection to the Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon; (vi) in the exercise or administration of a Trust Officer the trust hereunder, the Trustee (a) may act directly or through agents or attorneys pursuant to agreements entered into with any of them, and the Trustee shall not be liable for the default or misconduct of such failure agents or attorneys if such agents or attorneys shall have been selected by the Trustee in good faith and receipt with due care; and (b) may consult with counsel, accountants and other skilled persons to be selected by it in good faith and with due care and employed by it, and it shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of appropriate recordsany such counsel, if anyaccountants or other skilled persons; (vii) except as expressly provided in this Section 3.04, in accepting and performing the Trust hereby created, the Trustee acts solely as Trustee hereunder and not in its individual capacity, and all persons having any claim against the Trustee by reason of the transactions contemplated by this Trust Agreement shall look only to perform such obligationthe Trust’s property for payment or satisfaction thereof; (viii) the Trustee shall not be liable for punitive, duty exemplary, consequential, special or agreement in other similar damages for a breach of this Trust Agreement under any circumstances; (ix) the manner required Trustee shall not be obligated to give any bond or other security for the performance of any of its duties hereunder.

Liability of Trustee. (aA) The Trusteerecitals of facts herein and in the Bonds contained shall be taken as statements of the Board, upon receipt and the Trustee shall assume no responsibility for the correctness of all resolutionsthe same, certificates, statements, opinions, reports, documents, orders or other instruments that are specifically required to be furnished make any representations as to the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements validity or sufficiency of this Trust AgreementIndenture or of the Bonds or shall incur any responsibility in respect thereof, other than in connection with the duties or obligations herein or in the Bonds assigned to or imposed upon it. The Trustee shall, however, be responsible for its representations contained in its certificate of authentication on the Bonds. The Trustee shall give prompt written notice not be liable in connection with the performance of its duties hereunder, except for its own gross negligence or willful misconduct. The Trustee may become the owner of Bonds with the same rights it would have if it were not Trustee and, to the Depositor extent permitted by law, may act as depositary for and permit any of their officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the Administrative Agent rights of any material lack Bondholders, whether or not such committee shall represent the Holders of conformity a majority in principal amount of any such instrument to the applicable provisions of this Trust AgreementBonds then Outstanding. (bB) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, however, that: (i) the The Trustee shall not be personally liable for an any error of judgment made in good faith by a Trust Officerresponsible officer, unless it is shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and. (iiC) the The Trustee shall not be personally liable with respect to any action taken, suffered taken or omitted to be taken by it in good faith and in accordance with the direction of the Administrative Agent, Holders of not less than a majority in aggregate principal amount of the Depositor, Bonds at the Calculation Agent or any Holder time Outstanding relating to the time, method and place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, Trustee under this Trust AgreementIndenture. (cD) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture (other than the making of a draw under the Letter of Credit in accordance with its terms and the terms hereof, declaring the principal of the Bonds to be immediately due and payable when required hereunder or making payments on the Bonds when due) at the request, order or direction of any of the Bondholders pursuant to the provisions of this Indenture unless such Bondholders shall have offered to the Trustee indemnification to its satisfaction for indemnity against the costs, expenses and liabilities which may be incurred therein or thereby. (E) The Trustee shall not be required liable for any action taken by it in good faith and believed by it to expend be authorized or risk its own funds within the discretion or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if conferred upon it has reasonable grounds for believing that repayment of such funds or adequate indemnity against any related risk or liability is not reasonably assured to itby this Indenture. (d) The Trustee shall have no power to vary the corpus of the Down-MACRO Tradeable Trust. (e) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty or agreement in the manner or on the day required under this Trust Agreement, the Trustee shall be obligated, as soon as possible upon knowledge of a Trust Officer of such failure and receipt of appropriate records, if any, to perform such obligation, duty or agreement in the manner required hereunder.

Liability of Trustee. (a) The Trusteerecitals of facts, upon receipt agreements and covenants herein and in the Bonds shall be taken as recitals of all resolutionsfacts, certificatesagreements and covenants of the Authority, statements, opinions, reports, documents, orders and the Trustee assumes no responsibility for the correctness of the same or other instruments that are specifically required to be furnished makes any representation as to the Trustee pursuant sufficiency, validity or priority hereof or of the Bonds, or shall incur any responsibility in respect thereof other than in connection with the rights or obligations assigned to any provision hereofor imposed upon it herein, shall examine them to determine whether they conform on their face to in the requirements of this Trust AgreementBonds or in law or equity. The Trustee shall give prompt written notice to not be liable in connection with the Depositor and the Administrative Agent of any material lack of conformity of any such instrument to the applicable provisions of this Trust Agreement. (b) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard performance of its duties hereunder or except for its own negligence or willful misconduct; provided, however, that: (i) the . The Trustee shall not be personally bound to recognize any person as the Holder of a Bond unless and until such Bond is submitted for inspection, if required, and his title thereto satisfactorily established, if disputed. The Trustee shall not be liable for an any error of judgment made in good faith by a Trust Officerresponsible officer, unless it is shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the . The Trustee shall not be personally liable with respect to any action taken, suffered taken or omitted to be taken by it in good faith and in accordance with the direction of the Administrative AgentHolders of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding, the Depositor, the Calculation Agent or any Holder relating to the time, method and place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, Trustee under this Trust Agreement. (c) . The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement at the request, order or direction of any of the Holders pursuant to the provisions of this Trust Agreement unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby. The Trustee has no obligation or liability to the Holders for the payment of interest on, principal of or redemption premium, if any, with respect to the Bonds from its own funds; but rather the Trustee’s obligations shall be limited to the performance of its duties hereunder. The Trustee shall not be required deemed to have knowledge of any default or event of default unless and until an officer at its Corporate Trust Office responsible for the administration of its duties hereunder shall have actual knowledge thereof or the Trustee shall have received written notice thereof at its corporate trust office. The Trustee shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements herein or of any of the documents executed in connection with the Bonds, or as to the existence of a default or event of default thereunder. The Trustee shall not be responsible for the validity, priority or effectiveness of any collateral given to or held by it. The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through attorneys-in-fact, agents or receivers, and shall not be answerable for the negligence or willful misconduct of any such attorney-in-fact, agent or receiver appointed with due care by it. The Trustee shall be entitled to advice of counsel and other professionals concerning all matters of trust and its duty hereunder, but the Trustee shall not be answerable for the professional malpractice of any attorney-in-law or certified public accountant in connection with the rendering of his professional advice in accordance with the terms of this Trust Agreement, if such attorney-in-law or certified public accountant was selected by the Trustee with due care. The Trustee shall not be concerned with or accountable to anyone for the subsequent use or application of any moneys which shall be released or withdrawn in accordance with the provisions hereof. Whether or not therein expressly so provided, every provision of this Trust Agreement, the Agreement or related documents relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Article and shall extend to the employees and agents of the Trustee. The Trustee makes no representation or warranty, express or implied as to the title, value, design, compliance with specifications or legal requirements, quality, durability, operation, condition, merchantability or fitness for any particular purpose for the use contemplated by the Authority or the District of the Project. In no event shall the Trustee be liable for incidental, indirect, special or consequential damages in connection with or arising from the Agreement or this Trust Agreement for the existence, furnishing or use of the Project. The Trustee shall be protected in acting upon any notice, resolution, request (including any Written Request of the Authority), consent, order, certificate, report or opinion believed by it to be genuine and to have been signed or presented by the proper party or parties. The Trustee may consult with counsel, who may be counsel of or to the Authority, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. Whenever in the administration of its rights and obligations hereunder the Trustee shall deem it necessary or desirable that a matter be established or proved prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of bad faith on the part of the Trustee, be deemed to be conclusively proved and established by a Certificate of the Authority, which certificate shall be full warrant to the Trustee for any action taken or suffered under the provisions hereof upon the faith thereof, but in its discretion the Trustee may in lieu thereof accept other evidence of such matter or may require such additional evidence as it may deem reasonable. No provision of this Trust Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance or exercise of any of its duties hereunder hereunder, or in the exercise of its rights or powers. The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent or order, but the Trustee may, in its discretion, make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation it shall be entitled to examine the books, records and premises of the Authority personally or by agent or attorney. The permissive rights of the Trustee to do things enumerated in this Trust Agreement shall not be construed as a duty unless so specified herein. The Trustee may become the Holder of Bonds with the same rights it would have if it were not Trustee and, to the extent permitted by law, may act as depositary for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Holders, whether or powers hereunder, if it has reasonable grounds for believing that repayment not such committee shall represent the Holders of such funds or adequate indemnity against any related risk or liability is not reasonably assured to it. (d) The Trustee shall have no power to vary the corpus a majority in principal amount of the Down-MACRO Tradeable TrustOutstanding Bonds. (e) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty or agreement in the manner or on the day required under this Trust Agreement, the Trustee shall be obligated, as soon as possible upon knowledge of a Trust Officer of such failure and receipt of appropriate records, if any, to perform such obligation, duty or agreement in the manner required hereunder.

Liability of Trustee. Except as otherwise provided in this Article III, in accepting the trust continued hereby, Wilmington Trust, National Association acts solely as Trustee hereunder and not in its individual capacity, and all Persons having any claim against Wilmington Trust, National Association by reason of the transactions contemplated by this Trust Agreement and any other agreement to which the Trust or any Fund is a party shall look only to the appropriate Fund Trust Estate for payment or satisfaction thereof. The Trustee shall not be liable or accountable hereunder to the Trust or to any other person or under any other agreement to which the Trust is a party, except for the Trustee’s own bad faith, gross negligence or willful misconduct. In particular, but not by way of limitation: (a) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders Trustee shall have no liability or other instruments that are specifically required to be furnished to responsibility for the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements validity or sufficiency of this Trust Agreement. , any agreement contemplated hereunder, or for the form, character, genuineness, sufficiency, value or validity of any Trust Estate or the Shares; (b) The Trustee shall give prompt written notice not be liable for any actions taken or omitted to be taken by it in good faith in accordance with the Depositor and instructions of the Administrative Agent Managing Owner; (c) The Trustee shall not have any liability for the acts or omissions of the Managing Owner or its delegatees, any Beneficial Owners or any other Person; (d) The Trustee shall not have any duty or obligation to supervise or monitor the performance, or compliance with this Trust Agreement by, of any material lack obligations of conformity the Managing Owner or its delegatees or any Beneficial Owner of any such instrument to the applicable provisions of this Trust Agreement.Trust; (be) No provision of this Trust Agreement shall be construed to relieve require the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder act or its own willful misconduct; provided, however, that: (i) the Trustee shall not be personally liable for an error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted by it in good faith and in accordance with the direction of the Administrative Agent, the Depositor, the Calculation Agent or any Holder relating to the time, place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement. (c) The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, hereunder if it has the Trustee shall have reasonable grounds for believing that such action, repayment of such funds or adequate indemnity against any related such risk or liability is not reasonably assured or provided to it; (f) Under no circumstances shall the Trustee be liable for indebtedness evidenced by or other obligations of the Trust or any Fund arising under this Trust Agreement or any other agreements to which the Trust is a party; and (g) Notwithstanding anything contained herein to the contrary, the Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware, (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence as of the date hereof other than the State of Delaware becoming payable by the Trustee or (iii) subject the Trustee to personal jurisdiction, other than in the State of Delaware, for causes of action arising from personal acts unrelated to the consummation of the transactions by the Trustee, as the case may be, contemplated hereby. (dh) The Trustee shall have no power not be personally liable for (x) special, consequential or punitive damages, however styled, including, without limitation, lost profits, or (y) any losses due to vary forces beyond the corpus reasonable control of the Down-MACRO Tradeable TrustTrustee, including, without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. (ei) In the event that exercise or administration of the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty or agreement in the manner or on the day required under this Trust Agreementtrusts hereunder, the Trustee (i) may act directly or, at the expense of the Trust, through agents or attorneys, and the Trustee shall not be obligatedliable for the default or misconduct of such agents or attorneys selected by it in good faith; and (ii) may, at the expense of the Trust, consult with counsel and other experts, and the Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel or other experts selected by it in good faith. (j) The Trustee has not prepared or verified, and shall not be responsible or liable for, any information, disclosure or other statement in any disclosure or offering document or in any other document issued or delivered in connection with the sale or transfer of the Shares. (k) Each of the parties hereto hereby agrees and, as soon as possible upon knowledge evidenced by its acceptance of a Trust Officer of such failure any benefits hereunder and receipt of appropriate records, if any, to perform such obligation, duty or agreement all Shareholders agree that the Trustee in any capacity (x) has not provided and will not provide in the manner required hereunderfuture, any advice, counsel or opinion regarding the tax, financial, investment, securities law or insurance implications and consequences of the formation, funding and ongoing administration of the Trust.

Liability of Trustee. Except as otherwise provided in this Article II, in accepting the trust created hereby, Wilmington Trust Company acts solely as Trustee hereunder and not in its individual capacity, and all Persons having any claim against Wilmington Trust Company by reason of the transactions contemplated by this Trust Agreement and any other agreement to which the Trust or any Fund is a party, shall look only to the Trust Estate of the appropriate Fund for payment or satisfaction thereof. The Trustee shall not be liable or accountable hereunder to the Trust or to any other Person or under any other agreement to which the Trust or any Fund is a party, except for the Trustee’s own fraud, gross negligence, bad faith or willful misconduct. In particular, but not by way of limitation: (a) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders Trustee shall have no liability or other instruments that are specifically required to be furnished to responsibility for the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements validity or sufficiency of this Trust Agreement. Agreement or for the form, character, genuineness, sufficiency, value or validity of any Trust Estate; (b) The Trustee shall give prompt written notice not be liable for any actions taken or omitted to be taken by it in accordance with the Depositor and instructions of the Administrative Agent Managing Owner or the Liquidating Trustee; (c) The Trustee shall not have any liability for the acts or omissions of the Managing Owner or its delegatees; (d) The Trustee shall have no duty or obligation to supervise the performance of any material lack obligations of conformity of the Managing Owner or its delegatees or any such instrument to the applicable provisions of this Trust Agreement.Participant or Commodity Broker; (be) No provision of this Trust Agreement shall be construed to relieve require the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder act or its own willful misconduct; provided, however, that: (i) the Trustee shall not be personally liable for an error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted by it in good faith and in accordance with the direction of the Administrative Agent, the Depositor, the Calculation Agent or any Holder relating to the time, place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement. (c) The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against any related risk or liability is not reasonably assured to it.; (df) Under no circumstances shall the Trustee be liable for indebtedness evidenced by, or other obligations of the Trust or any Fund arising under this Trust Agreement or any other agreements to which the Trust or any Fund is a party; (g) The Trustee shall have be under no power obligation to vary the corpus exercise any of the Down-MACRO Tradeable Trust. (e) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty rights or agreement powers vested in the manner or on the day required under it by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or any other agreements to which the Trust or any Fund is a party, at the request, order or direction of the Managing Owner or any Unitholders unless the Managing Owner or such Unitholders have offered to Wilmington Trust Company (in its capacity as Trustee and individually) security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by Wilmington Trust Company (including, without limitation, the reasonable fees and expenses of its counsel) therein or thereby; (h) Notwithstanding anything contained herein to the contrary, the Trustee shall not be obligatedrequired to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware, (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence as of the date hereof other than the State of Delaware becoming payable by the Trustee or (iii) subject the Trustee to personal jurisdiction, other than in the State of Delaware, for causes of action arising from personal acts unrelated to the consummation of the transactions by the Trustee, as soon as possible upon knowledge the case may be, contemplated hereby; and (i) To the extent that, at law or in equity, the Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust, the Unitholders or to any other Person, the Trustee acting under this Trust Agreement shall not be liable to the Trust, the Unitholders or to any other Person for its good faith reliance on the provisions of a this Trust Officer Agreement. The provisions of such failure and receipt of appropriate records, if anythis Trust Agreement, to perform the extent that they restrict or eliminate the duties and liabilities of the Trustee otherwise existing at law or in equity are agreed by the parties hereto to replace such obligation, duty or agreement in other duties and liabilities of the manner required hereunderTrustee.

Liability of Trustee. (aA) The Trusteerecitals of facts herein and in the Bonds contained shall be taken as statements of the Authority, upon receipt and the Trustee shall assume no responsibility for the correctness of all resolutionsthe same, certificates, statements, opinions, reports, documents, orders or other instruments that are specifically required to be furnished make any representations as to the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements validity or sufficiency of this Trust AgreementIndenture or of the Bonds or shall incur any responsibility in respect thereof, other than in connection with the duties or obligations herein or in the Bonds assigned to or imposed upon it. The Trustee shall, however, be responsible for its representations contained in its certificate of authentication on the Bonds. The Trustee shall give prompt written notice not be liable in connection with the performance of its duties hereunder, except for its own gross negligence or willful misconduct. The Trustee may become the owner of Bonds with the same rights it would have if it were not Trustee and, to the Depositor extent permitted by law, may act as depositary for and permit any of their officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the Administrative Agent rights of any material lack Bondholders, whether or not such committee shall represent the Holders of conformity a majority in principal amount of any such instrument to the applicable provisions of this Trust AgreementBonds then Outstanding. (bB) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, however, that: (i) the The Trustee shall not be personally liable for an any error of judgment made in good faith by a Trust Officerresponsible officer, unless it is shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and. (iiC) the The Trustee shall not be personally liable with respect to any action taken, suffered taken or omitted to be taken by it in good faith and in accordance with the direction of the Administrative Agent, Holders of not less than a majority in aggregate principal amount of the Depositor, Bonds at the Calculation Agent or any Holder time Outstanding relating to the time, method and place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, Trustee under this Trust AgreementIndenture. (cD) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture (other than the making of a draw under the Letter of Credit in accordance with its terms and the terms hereof, declaring the principal of the Bonds to be immediately due and payable when required hereunder or making payments on the Bonds when due) at the request, order or direction of any of the Bondholders pursuant to the provisions of this Indenture unless such Bondholders shall have offered to the Trustee indemnification to its satisfaction for indemnity against the costs, expenses and liabilities which may be incurred therein or thereby. (E) The Trustee shall not be required liable for any action taken by it in good faith and believed by it to expend be authorized or risk its own funds within the discretion or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if conferred upon it has reasonable grounds for believing that repayment of such funds or adequate indemnity against any related risk or liability is not reasonably assured to itby this Indenture. (d) The Trustee shall have no power to vary the corpus of the Down-MACRO Tradeable Trust. (e) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty or agreement in the manner or on the day required under this Trust Agreement, the Trustee shall be obligated, as soon as possible upon knowledge of a Trust Officer of such failure and receipt of appropriate records, if any, to perform such obligation, duty or agreement in the manner required hereunder.

Liability of Trustee. The Parties hereto understand and agree to the following: a. Trustee is acting as a depository and in a ministerial capacity hereunder with the duties herein set forth. It is further agreed that (ai) The the duties of Trustee are only as herein specifically provided, and (ii) Trustee shall incur no liability whatsoever except for willful misconduct or negligence. VOLCANO and CFZ each release Trustee from any act done or omitted to be done by Trustee in good faith in the performance of its duties hereunder. b. Trustee shall not, by act, delay, omission or otherwise, be deemed to have waived any right or remedy it may have either under this Trust or generally, unless such waiver is in writing, and signed by Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments that are specifically required to be furnished and only to the extent expressly therein set forth. A waiver by Trustee pursuant under the terms of this Trust shall not be construed as a bar to, or waiver of, the same or any other such right or remedy which it would otherwise have on any other occasion. c. Trustee is not a party to, and is not bound by or charged with notice of, any agreement or document out of which the Trust Agreement may arise. d. Trustee shall not be responsible for any loss, diminution in value or failure to achieve a greater profit as a result of the transfer of the Parcels remaining in the Trust. Trustee is not responsible for maintaining the value of any provision hereof, shall examine them to determine whether they conform on their face to the requirements investment or providing investment counseling beyond what is strictly established as its obligation under this Agreement. e. Upon termination of this Trust Agreement. The , Trustee shall give prompt written notice to be released from all responsibilities before the Depositor and the Administrative Agent of any material lack of conformity of any such instrument to the applicable provisions tax authorities by virtue of this Trust Agreement. (b) No provision of this Trust Agreement and said responsibilities shall be construed to relieve acquired by the then owner(s) of the Parcels. The parties hereby agree that except in the case of willful misconduct or negligence, Trustee from liability will not be held liable for its own negligent actionany facts, its own negligent failure to actactions, its own bad faith, its own reckless disregard or omissions of the parties or third parties that may prevent or impair performance of its duties hereunder Duties under this Agreement. Except in the case of willful misconduct or its own willful misconduct; provided, however, that: (i) the Trustee shall not be personally liable for an error of judgment made in good faith negligence by a Trust Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted by it in good faith and in accordance with the direction of the Administrative Agent, the Depositor, the Calculation Agent or any Holder relating to the time, place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon VOLCANO and CFZ assume complete responsibility for such omissions set forth in the previous sentence and irrevocably release Trustee, under this Trust Agreement. (c) The Trustee shall not be required to expend its shareholders, parent companies, subsidiaries, branches, affiliates, directors, agents, representatives, personnel, administrators and assigns, from any civil, criminal or risk its own funds or otherwise incur any financial liability in the administrative liabilities deriving from performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against any related risk or liability is not reasonably assured assigned to it. (d) The Trustee shall have no power to vary the corpus of the Down-MACRO Tradeable Trust. (e) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty or agreement in the manner or on the day required under this Trust Agreement, the as well as from any actions taken, whether directly or indirectly, in connection thereto. In addition to that, CFZ and VOLCANO agree to protect and hold harmless Trustee and keep it free from any liability resulting from legal actions taken against Trustee in connection to this Trust, and to reimburse Trustee for any amounts incurred thereby related to attorney’s fees, judicial costs and any other expenses, in order to defend itself from any complaint, lawsuit, arbitration, charges or claim, whether present or future, filed by third parties, CFZ or VOLCANO, or their respective shareholders, parent companies, subsidiaries, branches, affiliates, directors, agents, representatives, personnel, heirs, curators, administrators, successors and assigns, provided there is no negligence or misconduct of Trustee involved which may imply its being liable therefore. Furthermore, CFZ and VOLCANO shall be obligatedindemnify Trustee, its shareholders, parent companies, subsidiaries, branches, affiliates, directors, agents, representatives, personnel, administrators and assigns, for any losses, damages or prejudice suffered as soon as possible upon knowledge a result of a Trust Officer this Trust, provided again there is no negligence or misconduct of such failure and receipt of appropriate records, if any, to perform such obligation, duty or agreement in the manner required hereunderTrustee involved which may imply their being liable therefore.

Liability of Trustee. Except as otherwise provided in this Article II, in accepting the trust created hereby, CSC Delaware Trust Company acts solely as Trustee hereunder and not in its individual capacity, and all Persons having any claim against CSC Delaware Trust Company by reason of the transactions contemplated by this Trust Agreement and any other agreement to which the Trust is a party shall look only to the Trust Estate for payment or satisfaction thereof. The Trustee shall not be liable or accountable hereunder to the Trust or to any other Person or under any other agreement to which the Trust is a party, except for the Trustee’s own fraud, gross negligence, bad faith or willful misconduct. In particular, but not by way of limitation: (a) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders Trustee shall have no liability or other instruments that are specifically required to be furnished to responsibility for the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements validity or sufficiency of this Trust Agreement. The Trustee shall give prompt written notice to Agreement or for the Depositor and form, character, genuineness, sufficiency, enforceability, collectability, location, existence, value or validity of the Administrative Agent of any material lack of conformity of any such instrument to the applicable provisions of this Trust Agreement.Estate; (b) No provision of this Trust Agreement shall be construed to relieve the The Trustee from liability for its own negligent actionhas not prepared or verified, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, however, that: (i) the Trustee and shall not be personally responsible or liable for an error of judgment made for, any information, disclosure or other statement or in good faith by a Trust Officer, unless it is proved that the Trustee was grossly negligent any document issued or delivered in ascertaining the pertinent facts; and (ii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted by it in good faith and in accordance connection with the direction sale or transfer of the Administrative Agent, the Depositor, the Calculation Agent or any Holder relating to the time, place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement.Shares; (c) The Trustee shall not be required liable for any actions taken or omitted to be taken by it in accordance with the instructions of the Sponsor or the Liquidating Trustee; (d) The Trustee shall not have any liability for the acts or omissions of the Sponsor, the Custodian or their respective delegates; (e) The Trustee shall have no duty or obligation to supervise the performance of any obligations of the Sponsor, the Custodian or their respective delegates or any Authorized Participant; (f) No provision of this Trust Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against any related risk or liability is not reasonably assured to it.; (dg) Under no circumstances shall the Trustee be liable for any obligations of the Trust arising under this Trust Agreement or any other agreements to which the Trust is a party; (h) The Trustee shall have be under no power obligation to vary the corpus exercise any of the Down-MACRO Tradeable Trust.rights or powers vested in it by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or any other agreements to which the Trust is a party, at the request, order or direction of the Sponsor unless the Sponsor has offered to CSC Delaware Trust Company (in its capacity as Trustee and individually) security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by CSC Delaware Trust Company (including, without limitation, the reasonable fees and expenses of its counsel) therein or thereby; (ei) In Notwithstanding anything contained herein to the event that contrary, the Transfer Agent Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of, or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware, (ii) result in any fee, tax or other governmental charge becoming payable by the Trustee under the laws of any jurisdiction or any political subdivision thereof other than the State of Delaware or (iii) subject the Trustee to personal jurisdiction, other than in the State of Delaware, for causes of action arising from personal acts unrelated to the consummation of the actions of the Trustee contemplated by this Trust Agreement; (j) To the extent that, at law or in equity, the Trustee has duties (including fiduciary duties) and Registrar (if not also liabilities relating thereto to the Trust, the Shareholders or any other Person, the Trustee) fails to perform any obligation, duty or agreement in the manner or on the day required acting under this Trust Agreement, shall not be liable to the Trust, the Shareholders or any other Person for its good faith reliance on the provisions of this Trust Agreement, and the provisions of this Trust Agreement, to the extent that they restrict or eliminate the duties and liabilities of the Trustee otherwise existing at law or in equity are agreed by the parties hereto to replace such other duties and liabilities of the Trustee; and (k) The Trustee shall not be obligatedliable for punitive, as soon as possible upon knowledge exemplary, consequential or similar damages for a breach of a the Trust Officer of such failure and receipt of appropriate records, if any, to perform such obligation, duty or agreement in the manner required hereunderAgreement under any circumstances.

Liability of Trustee. Except as otherwise provided in this Article II, in accepting the trust created hereby, Wilmington Trust Company acts solely as Trustee hereunder and not in its individual capacity, and all Persons having any claim against Wilmington Trust Company by reason of the transactions contemplated by this Trust Agreement and any other agreement to which the Trust is a party shall look only to the Trust Estate for payment or satisfaction thereof. The Trustee shall not be liable or accountable hereunder to the Trust or to any other Person or under any other agreement to which the Trust is a party, except for the Trustee’s own gross negligence or willful misconduct. In particular, but not by way of limitation: (a) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders Trustee shall have no liability or other instruments that are specifically required to be furnished to responsibility for the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements validity or sufficiency of this Trust Agreement. Agreement or for the form, character, genuineness, sufficiency, value or validity of the Trust Estate; (b) The Trustee shall give prompt written notice not be liable for any actions taken or omitted to be taken by it in accordance with the Depositor and instructions of the Administrative Agent Managing Owner or the Liquidating Trustee; (c) The Trustee shall not have any liability for the acts or omissions of the Managing Owner or its delegatees; (d) The Trustee shall not be liable for its failure to supervise the performance of any material lack obligations of conformity of the Managing Owner or its delegatees or any such instrument to the applicable provisions of this Trust Agreement.Participant or Commodity Broker; (be) No provision of this Trust Agreement shall be construed to relieve require the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder act or its own willful misconduct; provided, however, that: (i) the Trustee shall not be personally liable for an error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted by it in good faith and in accordance with the direction of the Administrative Agent, the Depositor, the Calculation Agent or any Holder relating to the time, place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement. (c) The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, hereunder if it has the Trustee shall have reasonable grounds for believing that such action, repayment of such funds or adequate indemnity against any related such risk or liability is not reasonably assured or provided to it.; (df) Under no circumstances shall the Trustee be liable for indebtedness evidenced by or other obligations of the Trust arising under this Trust Agreement or any other agreements to which the Trust is a party; (g) The Trustee shall have be under no power obligation to vary the corpus exercise any of the Down-MACRO Tradeable Trust. (e) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty rights or agreement powers vested in the manner or on the day required under it by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or any other agreements to which the Trust is a party, at the request, order or direction of the Managing Owner unless the Managing Owner has offered to Wilmington Trust Company (in its capacity as Trustee and individually) security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by Wilmington Trust Company (including, without limitation, the reasonable fees and expenses of its counsel) therein or thereby; (h) Notwithstanding anything contained herein to the contrary, the Trustee shall not be obligatedrequired to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware, (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence as of the date hereof other than the State of Delaware becoming payable by the Trustee or (iii) subject the Trustee to personal jurisdiction, other than in the State of Delaware, for causes of action arising from personal acts unrelated to the consummation of the transactions by the Trustee, as soon as possible upon knowledge the case may be, contemplated hereby; and (i) To the extent that, at law or in equity, the Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust, the Unitholders or to any other Person, the Trustee acting under this Trust Agreement shall not be liable to the Trust, the Unitholders or to any other Person for its good faith reliance on the provisions of a this Trust Officer Agreement. The provisions of such failure and receipt of appropriate records, if anythis Trust Agreement, to perform the extent that they restrict the duties and liabilities of the Trustee otherwise existing at law or in equity are agreed by the parties hereto to replace such obligation, duty or agreement in other duties and liabilities of the manner required hereunderTrustee.

Liability of Trustee. (aA) The Trusteerecitals of facts herein and in the Bonds contained shall be taken as statements of the Authority, upon receipt and the Trustee shall assume no responsibility for the correctness of all resolutionsthe same, certificates, statements, opinions, reports, documents, orders or other instruments that are specifically required to be furnished make any representations as to the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements validity or sufficiency of this Trust AgreementIndenture or of the Bonds or shall incur any responsibility in respect thereof, other than in connection with the duties or obligations herein or in the Bonds assigned to or imposed upon it. The Trustee shall, however, be responsible for its representations contained in its certificate of authentication on the Bonds. The Trustee shall give prompt written notice not be liable in connection with the performance of its duties hereunder, except for its own gross negligence or willful misconduct. The Trustee may become the owner of Bonds with the same rights it would have if it were not Trustee and, to the Depositor extent permitted by law, may act as depositary for and permit any of their officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the Administrative Agent rights of any material lack Bondholders, whether or not such committee shall represent the Holders of conformity a majority in principal amount of any such instrument to the applicable provisions of this Trust AgreementBonds then Outstanding. (bB) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, however, that: (i) the The Trustee shall not be personally liable for an any error of judgment made in good faith by a Trust Officerresponsible officer, unless it is shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and. (iiC) the The Trustee shall not be personally liable with respect to any action taken, suffered taken or omitted to be taken by it in good faith and in accordance with the direction of the Administrative Agent, Holders of not less than a majority in aggregate principal amount of the Depositor, Bonds at the Calculation Agent or any Holder time Outstanding relating to the time, method and place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, Trustee under this Trust AgreementIndenture. (cD) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture (other than the making of a draw under the Letter of Credit in accordance with its terms and the terms hereof, declaring the principal of the Bonds to be immediately due and payable when required hereunder or making payments on the Bonds when due) at the request, order or direction of any of the Bondholders pursuant to the provisions of this Indenture unless such Bondholders shall have offered to the Trustee indemnification to its satisfaction for indemnity against the costs, expenses and liabilities which may be incurred therein or thereby. (E) The Trustee shall not be required liable for any action taken by it in good faith and believed by it to expend be authorized or risk its own funds within the discretion or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if conferred upon it has reasonable grounds for believing that repayment of such funds or adequate indemnity against any related risk or liability is not reasonably assured to itby this Indenture. (d) The Trustee shall have no power to vary the corpus of the Down-MACRO Tradeable Trust. (e) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty or agreement in the manner or on the day required under this Trust Agreement, the Trustee shall be obligated, as soon as possible upon knowledge of a Trust Officer of such failure and receipt of appropriate records, if any, to perform such obligation, duty or agreement in the manner required hereunder.

Liability of Trustee. (a) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments that are specifically required to be furnished to the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements of this Trust Agreement. The Trustee shall give prompt written notice to the Depositor and the Administrative Agent of any material lack of conformity of any such instrument to the applicable provisions of this Trust Agreement. The Trustee shall also give prompt written notice to the Registered Owners of the Up-MACRO Tradeable Shares of any material lack of conformity of any such instrument to the applicable requirements of this Trust Agreement which would entitle a specified percentage of the Holders of the Up-MACRO Tradeable Shares to take any action pursuant to this Trust Agreement. (b) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, however, that: (i) the Trustee shall not be personally liable for an error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted by it in good faith and in accordance with the direction of the Administrative Agent, the Depositor, the Calculation Agent or any Holder relating to the time, place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement. (c) The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against any related risk or liability is not reasonably assured to it. (d) The Trustee shall have no power to vary the corpus of the DownUp-MACRO Tradeable Trust. (e) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty or agreement in the manner or on the day required under this Trust Agreement, the Trustee shall be obligated, as soon as possible upon knowledge of a Trust Officer of such failure and receipt of appropriate records, if any, to perform such obligation, duty or agreement in the manner required hereunder.

Liability of Trustee. (a) The TrusteeExcept as otherwise provided in this Article, upon receipt in accepting the trust created hereby, Delaware Trust Company acts solely as Trustee hereunder and not in its individual capacity, and all Persons having any claim against Delaware Trust Company by reason of all resolutions, certificates, statements, opinions, reports, documents, orders or the transactions contemplated by this Trust Agreement and any other instruments that are specifically required agreement to be furnished which the Trust is a party shall look only to the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements of this Trust AgreementEstate for payment or satisfaction thereof. The Trustee shall give prompt written notice not be liable or accountable hereunder to the Depositor and Trust or to any other Person or under any other agreement to which the Administrative Agent of any material lack of conformity of any such instrument to Trust is a party, except for the applicable provisions of this Trust Agreement. (b) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its Trustee’s own negligent actionfraud, its own negligent failure to actgross negligence, its own bad faith, its own reckless disregard of its duties hereunder faith or its own willful misconduct; provided. In particular, however, thatbut not by way of limitation: (i) the Trustee shall not be personally liable for an any error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; andTrustee; (ii) The Trustee shall have no liability or responsibility for the validity or sufficiency of this Trust Agreement or for the form, character, genuineness, sufficiency, value or validity of the Trust Estate; (iii) The Trustee has not prepared or verified, and shall not be personally responsible or liable with respect to for, any action takeninformation, suffered disclosure or omitted by it other statement in good faith and the Memorandum or in accordance any other document issued or delivered in connection with the direction sale or transfer of the Administrative Agent, the Depositor, the Calculation Agent or any Holder relating to the time, place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement.Units; (civ) The Trustee shall not be required responsible or liable for the genuineness, enforceability, collectability, value, sufficiency, location or existence of any of the Bitcoins or other assets of the Trust; (v) The Trustee shall have no duty to, make any investigation as to the accuracy and completeness of any representation or warranty made by the Trust in any agreement entered into by the Trust; (vi) The Trustee shall not be liable for any actions taken or omitted to be taken by it in accordance with the instructions of the Sponsor or the Liquidating Trustee; (vii) The Trustee shall not have any liability for the acts or omissions of the Sponsor, the Custodian, their respective delegates or any other Person; (viii) The Trustee shall have no duty or obligation to supervise the performance of any obligations of the Sponsor, the Custodian, or their respective delegates, any Purchaser or any other Person; (ix) No provision of this Trust Agreement shall require the Trustee to act or expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against any related risk or liability is not reasonably assured to it.; (dx) Under no circumstances shall the Trustee be liable for indebtedness evidenced by or other obligations of the Trust arising under this Trust Agreement or any other agreements to which the Trust is a party; (xi) The Trustee shall have be under no power obligation to vary the corpus exercise any of the Down-MACRO Tradeable Trust. (e) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty rights or agreement powers vested in the manner or on the day required under it by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or any other agreements to which the Trust is a party, at the request, order or direction of the Sponsor unless the Sponsor has offered to Delaware Trust Company (in its capacity as Trustee and individually) security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by Delaware Trust Company (including, without limitation, the reasonable fees and expenses of its counsel) therein or thereby; (xii) Notwithstanding anything contained herein to the contrary, the Trustee shall not be obligatedrequired to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware, (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence as of the date hereof other than the State of Delaware becoming payable by the Trustee or (iii) subject the Trustee to personal jurisdiction, other than in the State of Delaware, for causes of action arising from personal acts unrelated to the consummation of the transactions by the Trustee, as soon as possible upon knowledge the case may be, contemplated hereby; and (xiii) To the extent that, at law or in equity, the Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust, the Unitholders or to any other Person, the Trustee acting under this Trust Agreement shall not be liable to the Trust, the Unitholders or to any other Person for its good faith reliance on the provisions of a this Trust Officer Agreement. The provisions of such failure and receipt of appropriate records, if anythis Trust Agreement, to perform the extent that they restrict or eliminate the duties and liabilities of the Trustee otherwise existing at law or in equity are agreed by the parties hereto to replace such obligationother duties and liabilities of the Trustee. (xiv) The Trustee shall not be liable for punitive, duty exemplary, consequential, special or agreement in similar damages however styled, including without limitation, lost profits, or for any losses due to forces beyond the manner required hereundercontrol of the Trustee, including, without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services provided to the Trustee by third parties.

Liability of Trustee. (a) The Trusteerecitals of facts herein and in the Bonds contained shall be taken as statements of the Community Facilities District, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments that are specifically required to be furnished to and the Trustee pursuant shall not assume responsibility for the correctness of the same or incur any responsibility in respect thereof, other than as expressly stated herein in connection with the respective duties or obligations herein or in the Bonds assigned to any provision hereof, shall examine them to determine whether they conform on their face to the requirements of this Trust Agreementor imposed upon it. The Trustee shall give prompt written notice to shall, however, be responsible for its representations contained in its certificate of authentication on the Depositor and the Administrative Agent of any material lack of conformity of any such instrument to the applicable provisions of this Trust AgreementBonds. (b) The Trustee makes no representations as to the validity or sufficiency of this Indenture or of any Bonds, or in respect of the security afforded by this Indenture and the Trustee shall incur no responsibility in respect thereof. The Trustee shall be under no responsibility or duty with respect to the issuance of the Bonds for value, the application of the proceeds thereof except to the extent that such proceeds are received by it in its capacity as Trustee, or the application of any moneys paid to the Community Facilities District or others in accordance with this Indenture. (c) The Trustee shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct. (d) No provision of this Trust Agreement Indenture or any other document related hereto shall be construed to relieve require the Trustee from liability for to risk or advance its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard funds. (e) The Trustee may execute any of its powers or duties hereunder through attorneys, agents or its own willful misconduct; providedreceivers and shall not be answerable for the actions of such attorneys, however, that:agents or receivers if selected by it with reasonable care. (if) the The Trustee shall not be personally liable for an any error of judgment made in good faith by a Trust Officerresponsible officer, unless it is shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and. (iig) The immunities and protections extended to the Trustee also extend to its directors, officers, employees and agents. (h) Before taking action under Article VII, under this Article or upon the direction of the Owners, the Trustee may require indemnity satisfactory to the Trustee be furnished to it to protect it against all fees and expenses, including those of its attorneys and advisors, and protect it against all liability it may incur. (i) The Trustee shall not be personally liable with respect to any action taken, suffered taken or omitted to be taken by it in good faith and in accordance with the direction of the Administrative Agent, Owners of not less than a majority in aggregate principal amount of the Depositor, Bonds at the Calculation Agent or any Holder time Outstanding relating to the time, method and place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, Trustee under this Trust AgreementIndenture. (cj) The Trustee may become the Owner of Bonds with the same rights it would have if it were not Trustee and, to the extent permitted by law, may act as depository for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Owners, whether or not such committee shall represent the Owners of a majority in aggregate principal amount of the Bonds then Outstanding. (k) The Trustee shall have no responsibility with respect to any information, statement, or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds. (l) The Trustee shall not be liable for the failure to take any action required to expend be taken by it hereunder if and to the extent that the Trustee’s taking such action is prevented by reason of an act of God, terrorism, war, riot, strike, fire, flood, earthquake, epidemic or risk its own funds or otherwise incur any financial liability in other similar occurrence that is beyond the performance control of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against any related risk or liability is Trustee and could not reasonably assured to ithave been avoided by exercising due care. (dm) The Trustee shall not be deemed to have no power to vary the corpus knowledge of the Down-MACRO Tradeable Trustan Event of Default hereunder unless it has actual knowledge thereof. (en) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty or agreement in the manner or on the day required under this Trust Agreement, The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty and it shall not be answerable for other than its negligence or willful misconduct. (o) The Trustee shall not be responsible for or accountable to anyone for the subsequent use or application of any moneys that shall be obligated, as soon as possible upon knowledge of a Trust Officer of such failure and receipt of appropriate records, if any, to perform such obligation, duty released or agreement withdrawn in accordance with the manner required hereunderprovisions hereof.

Liability of Trustee. Except as otherwise provided in this Article II, in accepting the trust created hereby, Wilmington Trust Company acts solely as Trustee hereunder and not in its individual capacity, and all Persons having any claim against the Trustee by reason of the transactions contemplated by this Trust Agreement and any other agreement to which the Trust is a party shall look only to the Trust Estate for payment or satisfaction thereof, provided, that in no event is the foregoing intended to affect or limit the liability of the Managing Owner as set forth in Section 1.7 hereof. The Trustee shall not be liable or accountable hereunder or any other agreement to which the Trust is a party, except for its own gross negligence or willful misconduct. In particular, but not by way of limitation: (a) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders Trustee shall have no liability or other instruments that are specifically required to be furnished to responsibility for the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements validity or sufficiency of this Trust Agreement. Agreement or for the form, character, genuineness, sufficiency, value or validity of the Trust Estate; (b) The Trustee shall give prompt written notice not be liable for any actions taken or omitted to be taken by it in accordance with the Depositor and instructions of the Administrative Agent Managing Owner; (c) The Trustee shall not have any liability for the acts or omissions of the Managing Owner; (d) The Trustee shall not be liable for its failure to supervise the performance of any material lack obligations of conformity of the Managing Owner, any such instrument to the applicable provisions of this Trust Agreement.commodity broker, selling agent or any Trading Manager(s); (be) No provision of this Trust Agreement shall be construed to relieve require the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, however, that: (i) the Trustee shall not be personally liable for an error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted by it in good faith and in accordance with the direction of the Administrative Agent, the Depositor, the Calculation Agent or any Holder relating to the time, place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement. (c) The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, hereunder if it has the Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against any related such risk or liability is not reasonably assured or provided to it.; (df) Under no circumstances shall the Trustee be liable for indebtedness evidenced by or other obligations of the Trust arising under this Trust Agreement or any other agreements to which the Trust is a party; (g) The Trustee shall have be under no power obligation to vary the corpus exercise any of the Down-MACRO Tradeable Trust. (e) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty rights or agreement powers vested in the manner or on the day required under it by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or any other agreements to which the Trust is a party, at the request, order or direction of the Managing Owner or any Interestholders unless the Managing Owner or such Interestholders have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Trustee (including, without limitation, the reasonable fees and expenses of its counsel) therein or thereby; and (h) Notwithstanding anything contained herein to the contrary, the Trustee shall not be obligatedrequired to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware, (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence of the date hereof other than the State of Delaware becoming payable by the Trustee or (iii) subject the Trustee to personal jurisdiction other than the State of Delaware for causes of action arising from personal acts unrelated to the consummation of the transactions by the Trustee, as soon as possible upon knowledge of a Trust Officer of such failure and receipt of appropriate recordsthe case may be, if any, to perform such obligation, duty or agreement in the manner required hereundercontemplated hereby.

Liability of Trustee. (aA) The Trusteerecitals of facts herein and in the Bonds contained shall be taken as statements of the Authority, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments that are specifically required to be furnished to and the Trustee pursuant to shall assume no responsibility for the correctness of the same, or make any provision hereof, shall examine them to determine whether they conform on their face to representations of the requirements validity or sufficiency of this Trust AgreementIndenture or of the Bonds. In addition, the Trustee shall assume no responsibility with respect to this Indenture or the Bonds other than in connection with the duties or obligations assigned to or imposed upon the Trustee herein or in the Bonds. The Trustee shall, however, be responsible for its representations contained in its certificate of authentication on the Bonds. The Trustee shall give prompt written notice not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct. The Trustee may become the Holder of Bonds with the same rights it would have if it were not Trustee and, to the Depositor extent permitted by law, may act as depositary for and permit any of their officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the Administrative Agent rights of Bondholders, whether or not such committee shall represent the Holders of a majority in aggregate principal amount of the Bonds then Outstanding. The Trustee may execute any material lack of conformity the trusts or powers set forth herein and perform the duties required of any such instrument it hereunder by or through attorneys, agents, or receivers, and shall be entitled to the applicable provisions advice of this Trust Agreementcounsel selected by it concerning all matters of trusts and its duties herein. (bB) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, however, that: (i) the The Trustee shall not be personally liable for an any error of judgment made in good faith by a Trust Officerresponsible officer, director or employee unless it is shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and. (iiC) the The Trustee shall not be personally liable with respect to any action taken, suffered taken or omitted to be taken by it in good faith and in accordance with the direction of the Administrative Agent, Holders of not less than 25% in aggregate principal amount of the Depositor, Bonds at the Calculation Agent or any Holder time Outstanding relating to the time, method and place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, Trustee under this Trust AgreementIndenture. (cD) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Bondholders pursuant to the provisions of this Indenture unless such Bondholders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses, including but not limited to attorneys and expert fees, and liabilities which may be incurred therein or thereby. (E) The Trustee shall not be required liable for any action taken by it in good faith and believed by it to expend be authorized or risk within the discretion or rights or powers conferred upon it by this Indenture. (F) Except for Events of Default under Sections 7.1(A), (B), (E) and (F), the Trustee shall not be deemed to have knowledge of any default or Event of Default hereunder unless and until a responsible officer of the Trustee has actual knowledge thereof, or shall have received written notice thereof, at its own funds Corporate Trust Office. Except as otherwise expressly provided herein, the Trustee shall not be bound to ascertain or otherwise incur any financial liability in inquire as to the performance or observance of any of its duties hereunder the terms, conditions, covenants or in the exercise agreements herein or of any of its rights the documents executed in connection with the Bonds, or powers hereunder, if it has reasonable grounds of the existence of a default or Event of Default thereunder. The Trustee shall not be responsible for believing that repayment the validity or effectiveness of such funds any security interest in collateral given to or adequate indemnity against any related risk or liability is not reasonably assured to held by it. (dG) The Trustee shall have no power responsibility, opinion or liability with respect to vary any information statement or recital found in any official statement or other disclosure material, prepared or distributed with respect to the corpus issuance of the Down-MACRO Tradeable TrustBonds, except for information provided by the Trustee. (eH) In The permissive right of the event Trustee to do things enumerated in this Indenture shall not be construed as a duty. (I) It is the purpose of this Section 8.3(I) that there shall be no violation of any law of any jurisdiction (including particularly the Transfer Agent law of the State) denying or restricting the right of banking corporations or associations to transact business as Trustee in such jurisdiction. It is recognized that in case of litigation under this Indenture or the Loan Agreement, and Registrar in particular in case of the enforcement thereof in an Event of Default, or in case the Trustee deems that by reason of any present or future law of any jurisdiction it may not exercise or hold any of the powers, rights, remedies, duties, obligations, claims, demands, causes of action, immunities, estates, titles, interests, or liens herein or therein granted to or vested in the Trustee or hold title to the properties, in trust, as herein granted, or take any other action which may be desirable or necessary in connection therewith (if not also collectively, the “powers, duties, and interests of the Trustee) fails to perform any obligation, duty or agreement in the manner or on the day required under this Trust Agreement”), the Trustee may appoint an additional institution as a separate or co‑Trustee, in which event all of such powers, duties, and interests expressed or intended by this Indenture or the Loan Agreement to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be obligatedexercisable by and vest in such separate or co‑Trustee, but only the extent necessary to enable such separate or co‑Trustee to exercise such powers, duties, and interests and every covenant and obligation necessary to the exercise thereof by such separate or co‑Trustee shall run to and be enforceable by either of them. Should any deed, conveyance, or instrument in writing from the Authority be required by the separate or co‑Trustee so appointed by the Trustee for more fully and certainly vesting in and confirming to it such powers, duties, and interests of the Trustee, any and all such deeds, conveyances, and instruments in writing shall, on request, be executed, acknowledged, and delivered by the Authority. In case any separate or co‑Trustee, or a successor to either, shall become incapable of acting, resign, or be removed, all the powers, duties, and interests of such separate or co‑Trustee, so far as soon as possible upon knowledge permitted by law, shall vest in and be exercised by the Trustee until the appointment of a Trust Officer of new Trustee or successor to such failure separate or co‑Trustee. Any co‑Trustee appointed by the Trustee pursuant to this Section may be removed by the Trustee, in which case all powers, duties, and receipt of appropriate records, if any, to perform interests vested in such obligation, duty or agreement co‑Trustee shall again vest in the manner required hereunderTrustee as if no such appointment of a co‑Trustee had been made. Notwithstanding any provision to the contrary in this Indenture, the Borrower shall not be liable to any Trustee or successor Trustee for any costs, fees or expenses incurred in connection with the appointment of any separate or co‑Trustee or, without the express prior written approval of the Borrower, in connection with any duties or actions undertaken by such appointed separate or co‑Trustee, and such appointed separate or co‑Trustee shall be subject to the same terms and conditions, and entitled to the same benefits, of this Indenture as applicable to any Trustee or successor Trustee.

Liability of Trustee. (a) The Trusteerecitals of facts herein and in the Bonds contained shall be taken as statements of the Authority or the City, upon receipt of all resolutionsas applicable, certificates, statements, opinions, reports, documents, orders or other instruments that are specifically required to be furnished to and the Trustee pursuant shall not assume responsibility for the correctness of the same or incur any responsibility in respect thereof, other than as expressly stated herein in connection with the respective duties or obligations herein or in the Bonds assigned to any provision hereof, shall examine them to determine whether they conform on their face to the requirements of this Trust Agreementor imposed upon it. The Trustee shall give prompt written notice to shall, however, be responsible for its representations contained in its certificate of authentication on the Depositor and the Administrative Agent of any material lack of conformity of any such instrument to the applicable provisions of this Trust AgreementBonds. (b) The Trustee makes no representations as to the validity or sufficiency of this Indenture or of any Bonds, or in respect of the security afforded by this Indenture and the Trustee shall incur no responsibility in respect thereof. The Trustee shall be under no responsibility or duty with respect to the issuance of the Bonds for value, the application of the proceeds thereof except to the extent that such proceeds are received by it in its capacity as Trustee, or the application of any moneys paid to the Authority, the City or others in accordance with this Indenture. (c) The Trustee shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct. (d) No provision of this Trust Agreement Indenture or any other document related hereto shall be construed to relieve require the Trustee from liability for to risk or advance its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard funds. (e) The Trustee may execute any of its powers or duties hereunder through attorneys, agents or its own willful misconduct; providedreceivers and shall not be answerable for the actions of such attorneys, however, that:agents or receivers if selected by it with reasonable care. (if) the The Trustee shall not be personally liable for an any error of judgment made in good faith by a Trust Officerresponsible officer, unless it is shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and. (iig) The immunities and protections extended to the Trustee also extend to its directors, officers, employees and agents. (h) Before taking action under Article VII, under this Article or upon the direction of the Owners, the Trustee may require indemnity satisfactory to the Trustee be furnished to it to protect it against all fees and expenses, including those of its attorneys and advisors, and protect it against all liability it may incur. (i) The Trustee shall not be personally liable with respect to any action taken, suffered taken or omitted to be taken by it in good faith and in accordance with the direction of the Administrative Agent, Owners of not less than a majority in aggregate principal amount of the Depositor, Bonds at the Calculation Agent or any Holder time Outstanding relating to the time, method and place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, Trustee under this Trust AgreementIndenture. (cj) The Trustee may become the Owner of Bonds with the same rights it would have if it were not Trustee and, to the extent permitted by law, may act as depository for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Owners, whether or not such committee shall represent the Owners of a majority in aggregate principal amount of the Bonds then Outstanding. (k) The Trustee shall have no responsibility with respect to any information, statement, or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds. (l) The Trustee shall not be liable for the failure to take any action required to expend be taken by it hereunder if and to the extent that the Trustee’s taking such action is prevented by reason of an act of God, terrorism, war, riot, strike, fire, flood, earthquake, epidemic or risk its own funds or otherwise incur any financial liability in other, similar occurrence that is beyond the performance control of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against any related risk or liability is Trustee and could not reasonably assured to ithave been avoided by exercising due care. (dm) The Trustee shall not be deemed to have no power to vary the corpus knowledge of the Down-MACRO Tradeable Trustan Event of Default hereunder unless it has actual knowledge thereof. (en) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty or agreement in the manner or on the day required under this Trust Agreement, The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty and it shall not be answerable for other than its negligence or willful misconduct. (o) The Trustee shall not be responsible for or accountable to anyone for the subsequent use or application of any moneys that shall be obligated, as soon as possible upon knowledge of a Trust Officer of such failure and receipt of appropriate records, if any, to perform such obligation, duty released or agreement withdrawn in accordance with the manner required hereunderprovisions hereof.

Liability of Trustee. (a) The Trusteerecitals of facts herein and in the Bonds contained shall be taken as statements of the Authority, upon receipt and the Trustee assumes no responsibility for the correctness of all resolutionsthe same, certificates, statements, opinions, reports, documents, orders or other instruments that are specifically required to be furnished makes any representations as to the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements validity or sufficiency of this Trust AgreementIndenture or of the Bonds, or shall incur any responsibility in respect thereof, other than in connection with the duties or obligations herein or in the Bonds assigned to or imposed upon it. The Trustee shall, however, be responsible for its representations contained in its certificate of authentication on the Bonds. The Trustee shall give prompt written notice not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct. The Trustee may become the owner of Bonds with the same rights it would have if it were not Trustee, and, to the Depositor extent permitted by law, may act as depository for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the Administrative Agent rights of any material lack Owners, whether or not such committee shall represent the Owners of conformity a majority in principal amount of any such instrument to the applicable provisions of this Trust AgreementBonds then Outstanding. (b) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, however, that: (i) the The Trustee shall not be personally liable for an any action taken, or error of judgment made made, in good faith by a Trust Officerit or any of its officers, employees or agents, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and. (iic) the The Trustee shall not be personally liable with respect to any action taken, suffered taken or omitted to be taken by it in good faith and in accordance with the direction of the Administrative Agent, Owners of not less than twenty-five percent (25%) in aggregate principal amount of the Depositor, Bonds at the Calculation Agent time Outstanding or any Holder the Bond Insurer relating to the time, method and place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, Trustee under this Trust AgreementIndenture. (cd) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Owners or the Bond Insurer, pursuant to the provisions of this Indenture, unless such Owners or the Bond Insurer shall have offered to the Trustee security or indemnity acceptable to the Trustee in its sole and absolute discretion against the costs, expenses and liabilities which may be incurred therein or thereby. (e) The Trustee shall not be required liable for any action taken by it and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture. (f) No provision in this Indenture shall require the Trustee to risk or expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against any related such risk or liability is not reasonably assured to it. The Trustee shall provide the Authority with seven (7) days’ notice prior to making any advance of its own funds hereunder, and, if the Authority does not provide moneys in the amount needed, the Trustee shall be entitled to interest on the amounts advanced at a rate equal to the then 3-month certificates of deposit rate (by reference to the Wall Street Journal); provided that no such prior notice shall need be given and such interest on amounts advanced shall accrue from the date of any such advance following the occurrence of an Event of Default hereunder. (dg) The Trustee makes no representation, express or implied as to the title, value, design, compliance with specifications or legal requirements, quality, durability, operation, condition, merchantability or fitness for any particular purpose or fitness for the use contemplated by the Authority of the Enterprise. (h) The Trustee shall not be deemed to have knowledge of an Event of Default hereunder unless and until a responsible officer thereof shall have actual knowledge thereof. (i) The Trustee shall have no power responsibility with respect to vary any information, statement or recital in any official statement, offering memorandum or other disclosure material prepared or distributed with respect to the corpus Bonds. Neither the Trustee nor any of its directors, officers, employees, agents or affiliates shall be responsible for nor have any duty to monitor the performance or any action of the Down-MACRO Tradeable TrustAuthority or any of its directors, members, officers, agents, affiliates or employee, nor shall it have any liability in connection with the malfeasance or nonfeasance by any such party. The Trustee may assume performance by all such persons of their respective obligations. The Trustee shall have no enforcement or notification obligations relating to breaches of representations or warranties of any other person. (j) The immunities extended to the Trustee also extend to its directors, officers, employees and agents. (k) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty. (l) The Trustee may execute any of the trusts or powers hereof and perform any of its duties through attorneys, agents and receivers, shall be entitled to rely on and shall not be liable for any action taken or omitted to be taken by the Trustee in accordance with the advice of counsel or other professionals retained or consulted by the Trustee concerning all matters of trust and its duties hereunder, and shall not be answerable for the same if appointed by it with reasonable care. The Trustee may, at the expense of Authority, request, rely on and act in accordance with officer’s certificates and/or opinions of counsel, and shall incur no liability and shall be fully protected in acting or refraining from acting in accordance with such officer’s certificates and opinions of counsel. (m) The Trustee shall be entitled to request and receive written instructions from the Authority under this Indenture and shall have no responsibility or liability for any losses or damages of any nature that may arise from any action taken or not taken by the Trustee in accordance with the written direction of Authority. The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Means (“Electronic Means” shall mean the following communications methods: e) In -mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the event Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder); provided, however, that the Transfer Agent Authority shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and Registrar (if not also containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Authority whenever a person is to be added or deleted from the listing. If the Authority elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee) fails to perform any obligation, duty or agreement in ’s understanding of such Instructions shall be deemed controlling. The Authority understands and agrees that the manner or on Trustee cannot determine the day required under this Trust Agreement, identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Authority shall be obligatedresponsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Authority and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, as soon as possible passwords and/or authentication keys upon knowledge receipt by the Authority. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Authority agrees: (i) to assume all risks arising out of a Trust Officer the use of such failure Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and receipt the risk of appropriate records, interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Authority; (iii) that the security procedures (if any, ) to perform such obligation, duty be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or agreement in unauthorized use of the manner required hereundersecurity procedures.

Liability of Trustee. In order to induce the Trustee to act as trustee hereunder, the parties hereto agree that: 7.1. the Trustee and its officers, directors, employees, and agents hereunder shall not in any way be bound or affected by any amendment or modification of this Agreement, unless the same shall have been agreed to in writing by the Trustee (a) The not to be unreasonably withheld or delayed); 7.2. the Trustee and its officers, directors, employees, and agents hereunder shall not be under any duty to give the Deposited Amount any greater degree of care than it gives its own similar property, but shall be bound by such degree of care it gives to its own property; 7.3. the Trustee and its officers, directors, employees, and agents hereunder may act in reliance upon and shall incur no liability for or in respect of any action taken or omitted to be taken or anything suffered by it in reliance upon, any notice, direction, consent, certificate, affidavit, statement or other paper or document believed by the Trustee, upon receipt of all resolutionsin good faith, certificates, statements, opinions, reports, documents, orders or other instruments that are specifically required to be furnished genuine and to have been presented or signed by the proper party or parties or a representative thereof. Any notice to and from the Trustee shall be made in writing to all parties hereof; 7.4. the Trustee and its officers, directors, employees, and agents hereunder shall not at any time be under any duty or responsibility to make a determination of any facts contained in any certificate delivered pursuant hereto or to make any provision hereof, shall examine them to determine whether they conform on their face to independent verification of the requirements of this Trust Agreementstatements or signatures in such certificate or amounts delivered thereby. The Trustee shall give prompt written notice not be responsible for any failure by the parties to comply with any of their respective covenants contained in this Agreement or any other agreement; 7.5. the Depositor Trustee and its officers, directors, employees, and agents hereunder shall be under no duty or obligation to take any legal action in connection with this Agreement or to enforce, through the Administrative Agent institution of legal proceedings or otherwise, any of its rights as Trustee hereunder or any rights of any material lack of conformity of other party hereto pursuant to this Agreement or any such instrument other agreement, nor shall it be required to defend any action or legal proceeding which, in its opinion, would or might involve the applicable provisions of this Trust Agreement.Trustee in any cost, expense, loss or liability; (b) No provision of this Trust Agreement 7.6. the Trustee and its officers, directors, employees, and agents hereunder may engage or be interested in any financial or other transaction with the parties hereunder as freely as if it were not the Trustee hereunder; 7.7. the Trustee and its officers, directors, employees, and agents hereunder shall be construed entitled to relieve rely upon advice of counsel (the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard reasonable cost of which shall be borne by the parties in equal parts) of its duties hereunder or its own willful misconduct; provided, however, that: (i) the Trustee shall not be personally liable for an error of judgment made choosing in good faith by a Trust Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the Trustee shall not be personally liable with respect reference to any matter connected herewith, and shall have full and complete authorization and protection for any action taken, taken or suffered or omitted by it hereunder in good faith and in accordance with the direction opinion of the Administrative Agent, the Depositor, the Calculation Agent or any Holder relating to the time, place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement. (c) The Trustee such counsel and shall not be required liable for any mistake of fact or error of judgment, or for any acts or omissions of any kind unless caused by its fraud or gross negligence; 7.8. notwithstanding anything to expend the contrary contained herein, if the Trustee shall be uncertain as to its duties or risk rights hereunder, shall receive any notice, advice, direction, or other document from any other party with respect to this Agreement which, in its own funds opinion, is in conflict with any of the provisions of this Agreement, or otherwise incur any financial liability should be advised that a dispute has arisen with respect to the payment, ownership, or right of possession of or to the Deposited Amount in the performance Escrow Account or any part thereof (or as to the delivery, non-delivery, or content of any of its duties hereunder notice, advice, direction or in the exercise of any of its rights or powers hereunder, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against any related risk or liability is not reasonably assured to it. (d) The Trustee shall have no power to vary the corpus of the Down-MACRO Tradeable Trust. (e) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty or agreement in the manner or on the day required under this Trust Agreementother document), the Trustee shall be entitled (but not obligated), as soon as possible upon knowledge without liability to any party hereof, to refrain from taking any action other than to use its reasonable efforts to keep safely the Deposited Amount in the Escrow Account until the Trustee shall be directed otherwise in writing by all other parties hereto or by an order, decree or judgment of a Trust Officer court of competent jurisdiction which has been finally affirmed on appeal or which by lapse of time or otherwise is no longer subject to appeal, but the Trustee shall be under no duty to institute or to defend any proceeding, although it may institute or defend such failure proceedings; 7.9. The Investors, the Parent and receipt of appropriate recordsthe Company hereby authorize the Trustee, if anythe Trustee is threatened with litigation or is sued, to perform such obligation, duty interplead all interested parties in any court of competent jurisdiction; and 7.10. This Agreement sets forth exclusively the duties of the Trustee with respect to any and all matters pertinent hereto and no implied duties or agreement in obligations shall be read into this Agreement against the manner required hereunderTrustee.

Liability of Trustee. (a) The Trusteerecitals of facts herein, upon receipt in the Assignment Agreement and in the Certificates contained shall be taken as statements of all resolutionsthe City, certificatesand the Trustee assumes no responsibility for the correctness of the same, statements, opinions, reports, documents, orders or other instruments that are specifically required to be furnished and makes no representations as to the validity or sufficiency of this Trust Agreement or the Certificates as to the value or condition of the trust estate or any part thereof, as to the title of the City thereto, as to the security afforded thereby or by this Trust Agreement, as to the tax status of the Interest Component, or as to the technical or financial viability of the City, and shall incur no responsibility in respect thereof. The Trustee shall not be accountable for the use or application by the City of the Certificates or the proceeds thereof or of any moneys paid to the City pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements terms of this Trust Agreement. The Trustee shall give prompt written notice shall, however, be responsible for its representations in relation to the Depositor execution of the Certificates. The Trustee shall not be liable in connection with the performance of its duties hereunder except for its own negligence or willful misconduct. The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or through agents or attorneys, and the Administrative Agent Trustee shall not be responsible for any misconduct or negligence on the part of any material lack agent (other than an employee) or attorney appointed with due care. The City shall not be deemed an agent of conformity the Trustee for any purpose, and the Trustee shall not be responsible for the compliance of any such instrument the City in its duties hereunder in connection with the transactions contemplated herein. The Trustee may become the Owner of the Certificates with the same rights it would have if it were not Trustee, and, to the applicable provisions extent permitted by law, may act as depositary for and permit any of this Trust Agreement. (b) their officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Certificate Owners, whether or not such committee shall represent the Certificate Owners or a majority thereof. No provision of this Trust Agreement shall be construed to relieve require the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, however, that: (i) the Trustee shall not be personally liable for an error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted by it in good faith and in accordance with the direction of the Administrative Agent, the Depositor, the Calculation Agent or any Holder relating to the time, place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement. (c) The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers hereunderpowers, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against any related such risk or liability is not reasonably assured to it. (d) its satisfaction. In accepting the trusts hereby created, the Trustee acts solely as Trustee for the Owners and not in its individual capacity and all persons, including without limitation the Owners, Corporation and City having any claim against the Trustee arising from the Trust Agreement shall look only to the funds and accounts held by the Trustee hereunder for payment except as otherwise provided herein. Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Certificates. The Trustee makes no representation or warranty, express or implied as to the title, value, design, compliance with specifications or legal requirements, quality, durability, operation, condition, merchantability or fitness for any particular purpose or fitness for the use contemplated by the Corporation and the City of the Project or the Leased Premises. In no event shall the Trustee be liable for incidental, indirect, special or consequential damages in connection with or arising from the Lease or this Trust Agreement for the existence, furnishing or use of the Project or the Leased Premises. The Trustee shall have no power to vary not be responsible for the corpus sufficiency or enforceability of the Down-MACRO Tradeable Trust. (e) In Lease or the event that assignment under the Transfer Agent and Registrar (if Assignment Agreement of its rights to receive Lease Payments. The Trustee shall not also be accountable for the Trustee) fails to perform use or application by the City or any obligation, duty or agreement other party of any funds which the Trustee has released in accordance with the manner or on the day required under provisions of this Trust Agreement, the Trustee shall be obligated, as soon as possible upon knowledge of a Trust Officer of such failure and receipt of appropriate records, if any, to perform such obligation, duty or agreement in the manner required hereunder.

Liability of Trustee. (a) The TrusteeTrustee shall have no liability or responsibility for, and make no warranties in connection with, the validity or enforceability of any of the Loan Documents or the description, value or status of title to the Property. Trustee shall be protected in acting upon receipt of all resolutionsany notice, certificatesrequest, statementsconsent, opinionsdemand, reportsstatement, documents, orders note or other instruments that are specifically required paper or document believed by Trustee to be furnished genuine and to have been signed by the party or parties purporting to sign the same. Trustee pursuant to shall not be liable for any provision hereoferror of judgment, nor for any act done or step taken or omitted, nor for any mistakes of law or fact, nor for anything which Trustee may do or refrain from doing in good faith, nor generally shall examine them to determine whether they conform on their face to the requirements of this Trust AgreementTrustee have any accountability hereunder. WITHOUT LIMITATION, THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO TRUSTEE WITH RESPECT TO MATTERS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF, OR ARE CLAIMED TO BE CAUSED BY OR ARISE OUT OF, THE NEGLIGENCE (WHETHER SOLE, COMPARATIVE OR CONTRIBUTORY) OR STRICT LIABILITY OF TRUSTEE. HOWEVER, SUCH INDEMNITIES SHALL NOT APPLY TO TRUSTEE TO THE EXTENT THAT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF TRUSTEE. The powers and duties of Trustee hereunder may be exercised through such attorneys, agents or servants as Trustee may appoint, and Trustee shall give prompt written notice to the Depositor and the Administrative Agent of have no liability or responsibility for any material lack of conformity of any such instrument to the applicable provisions of this Trust Agreement. (b) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent actionact, its own negligent failure to act, its own bad faithnegligence or willful conduct of such attorney, its own reckless disregard of its duties hereunder agent or its own willful misconduct; providedservant, howeverso long as the selection was made with reasonable care. In addition, that: (i) the Trustee may consult with legal counsel selected by Trustee, and Trustee shall not be personally liable for an error have no liability or responsibility by reason of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the Trustee shall not be personally liable with respect any act or failure to any action taken, suffered or omitted by it in good faith and act in accordance with the direction opinions of such counsel. Trustee may act hereunder and may sell or otherwise dispose of the Administrative Agent, the Depositor, the Calculation Agent Property or any Holder relating to the timepart thereof as herein provided, place although Trustee has been, may now be or method may hereafter be, an attorney, officer, agent or employee of conducting Beneficiary, in respect of any proceeding for any remedy available to the matter or business whatsoever. Trustee, or exercising any trust or power conferred upon the Trusteehowever, under this Trust Agreement. (c) The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against any related risk or liability is not reasonably assured to it. (d) The Trustee shall have no power obligation to vary the corpus sell all or any part of the Down-MACRO Tradeable TrustProperty following an Event of Default or to take any other action authorized to be taken by Trustee hereunder except upon the demand of Beneficiary. (e) In the event that the Transfer Agent and Registrar (if not also the Trustee) fails to perform any obligation, duty or agreement in the manner or on the day required under this Trust Agreement, the Trustee shall be obligated, as soon as possible upon knowledge of a Trust Officer of such failure and receipt of appropriate records, if any, to perform such obligation, duty or agreement in the manner required hereunder.

Liability of Trustee. (a) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments that are specifically required to be furnished to the Trustee pursuant to any provision hereof, shall examine them to determine whether they conform on their face to the requirements of this Trust Agreement. The Trustee shall give prompt written notice to the Depositor and the Administrative Agent of any material lack of conformity of any such instrument to the applicable provisions of this Trust Agreement. (b) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, its own reckless disregard of its duties hereunder or its own willful misconduct; provided, however, that: (i) the Trustee shall not be personally liable for an error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted by it in good faith and in accordance with the direction of the Administrative Agent, the Depositor, the Calculation Agent or any Holder relating to the time, place or method of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement. (c) The Trustee shall not be required liable for any loss or damage which may happen to expend the Trust Property or risk its own funds any part thereof (including without limitation any company or otherwise incur any financial liability other entity whose shares or ownership interests are comprised in the performance of Trust Property) or the income thereof at any of its duties hereunder time from any cause whatsoever unless such loss or in damage shall be caused by the Trustee’s own actual fraud or gross negligence. The Trustee shall not be liable, answerable or accountable for any loss or damage resulting from the exercise of any of its rights discretion or powers hereunder, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against a refusal to exercise any related risk or liability is not reasonably assured to it. (d) discretion. The Trustee shall have no power to vary be liable, answerable and accountable for its own dishonesty or gross negligence. The Trustee is not liable, answerable or accountable for the corpus acts, receipts, neglects or defaults of any other Trustee or any other person having custody of any part of the Down-MACRO Tradeable Trust. (e) In Trust Property and is not liable, answerable or accountable for any loss of money or security for money unless the event that the Transfer Agent and Registrar (if not also same happens through the Trustee) fails to perform any obligation, duty ’s own dishonesty or agreement gross negligence. Honesty and good faith shall be presumed in the manner or on the day required under this Trust Agreement, the favour of each Trustee unless such presumption is rebutted. The Trustee shall be obligated, as soon as possible upon knowledge entitled in the purported exercise of its duties and discretions hereunder (including without limitation the management or administration of any company or other entity whose shares or ownership interests are comprised in the Trust Property) to be indemnified out of the Trust Property and the income thereof against all expenses and liabilities notwithstanding that such exercise constituted a Trust Officer breach of such failure Trustee’s duties unless brought about by its own actual fraud or gross negligence. The indemnity thereby granted shall be in addition to any and receipt of appropriate records, if any, all rights to perform such obligation, duty or agreement in the manner required hereunderindemnity by law implied.