Common use of Limitation on Liability of the Administrative Agent and Others Clause in Contracts

Limitation on Liability of the Administrative Agent and Others. Neither the Administrative Agent nor any of the directors, officers, employees or agents of the Administrative Agent in its capacity as Administrative Agent shall be under any liability to the Up-MACRO Holding Trust, the Trustee, the Holders of the Up-MACRO Holding Shares, the Down-MACRO Holding Trust, the Down-MACRO Holding Trustee, the Holders of the Down-MACRO Holding Shares or any other Person for any action taken or for refraining from taking any action in good faith in its capacity as Administrative Agent pursuant to this Trust Agreement; provided, however, that this provision shall not protect the Administrative Agent or any director, officer, employee or agent of the Administrative Agent against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties hereunder. The Administrative Agent and any director, officer, employee or agent of the Administrative Agent may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than the Administrative Agent) respecting any matters arising hereunder. The Administrative Agent shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties as Administrative Agent in accordance with this Trust Agreement and which in its reasonable judgment may involve it in any expense or liability. The Administrative Agent may, in its sole discretion, undertake any such legal action which it may deem necessary or desirable for the benefit of the Holders of the Up-MACRO Holding Shares with respect to this Trust Agreement and the rights and duties of the parties hereto and the interests of the Holders of the Up-MACRO Holding Shares hereunder.

Limitation on Liability of the Administrative Agent and Others. Neither the Administrative Agent nor any of the directors, officers, employees or agents of the Administrative Agent in its capacity as Administrative Agent shall be under any liability to the Up-MACRO Holding Trust, the Trustee, the Holders of the Up-MACRO Holding Shares, the Down-MACRO Holding Trust, the Down-MACRO Holding Trustee, the Holders holders of the Down-MACRO Holding Shares or any other Person for any action taken or for refraining from taking any action in good faith in its capacity as Administrative Agent pursuant to this Trust Agreement; provided, however, that this provision shall not protect the Administrative Agent or any director, officer, employee or agent of the Administrative Agent against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties hereunder. The Administrative Agent and any director, officer, employee or agent of the Administrative Agent may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than the Administrative Agent) respecting any matters arising hereunder. The Administrative Agent shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties as Administrative Agent in accordance with this Trust Agreement and which in its reasonable judgment may involve it in any expense or liability. The Administrative Agent may, in its sole discretion, undertake any such legal action which it may deem necessary or desirable for the benefit of the Holders of the Up-MACRO Holding Shares with respect to this Trust Agreement and the rights and duties of the parties hereto and the interests of the Holders of the Up-MACRO Holding Shares hereunder.

Limitation on Liability of the Administrative Agent and Others. Neither the Administrative Agent nor any of the directors, officers, employees or agents of the Administrative Agent in its capacity as Administrative Agent shall be under any liability to the UpDown-MACRO Holding Trust, the Trustee, the Holders of the UpDown-MACRO Holding Shares, the DownUp-MACRO Holding Trust, the DownUp-MACRO Holding Trustee, the Holders holders of the DownUp-MACRO Holding Shares or any other Person for any action taken or for refraining from taking any action in good faith in its capacity as Administrative Agent pursuant to this Trust Agreement; provided, however, that this provision shall not protect the Administrative Agent or any director, officer, employee or agent of the Administrative Agent against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties hereunder. The Administrative Agent and any director, officer, employee or agent of the Administrative Agent may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than the Administrative Agent) respecting any matters arising hereunder. The Administrative Agent shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties as Administrative Agent in accordance with this Trust Agreement and which in its reasonable judgment may involve it in any expense or liability. The Administrative Agent may, in its sole discretion, undertake any such legal action which it may deem necessary or desirable for the benefit of the Holders of the UpDown-MACRO Holding Shares with respect to this Trust Agreement and the rights and duties of the parties hereto and the interests of the Holders of the UpDown-MACRO Holding Shares hereunder.

Limitation on Liability of the Administrative Agent and Others. Neither the Administrative Agent nor any of the directors, officers, employees or agents of the Administrative Agent in its capacity as Administrative Agent shall be under any liability to the UpDown-MACRO Holding Trust, the Trustee, the Holders of the UpDown-MACRO Holding Shares, the DownUp-MACRO Holding Trust, the DownUp-MACRO Holding Trustee, the Holders of the DownUp-MACRO Holding Shares or any other Person for any action taken or for refraining from taking any action in good faith in its capacity as Administrative Agent pursuant to this Trust Agreement; provided, however, that this provision shall not protect the Administrative Agent or any director, officer, employee or agent of the Administrative Agent against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties hereunder. The Administrative Agent and any director, officer, employee or agent of the Administrative Agent may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than the Administrative Agent) respecting any matters arising hereunder. The Administrative Agent shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties as Administrative Agent in accordance with this Trust Agreement and which in its reasonable judgment may involve it in any expense or liability. The Administrative Agent may, in its sole discretion, undertake any such legal action which it may deem necessary or desirable for the benefit of the Holders of the UpDown-MACRO Holding Shares with respect to this Trust Agreement and the rights and duties of the parties hereto and the interests of the Holders of the UpDown-MACRO Holding Shares hereunder.