Common use of Limitations on Liability of the Depositor Clause in Contracts

Limitations on Liability of the Depositor. Claymore Securities, Inc. and MACRO Financial, LLC. None of the Depositor, Claymore Securities, Inc., MACRO Financial, LLC or any of their respective directors, officers, employees or agents acting in such capacities 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 taking any action or for refraining from taking any action in good faith in their capacities as Depositor, Administrative Agent or Marketing Agent, as applicable, pursuant to this Trust Agreement; provided, however, that this provision shall not protect the Depositor, Claymore Securities, Inc., MACRO Financial, LLC or any of their respective directors, officers, employees or agents 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 Depositor, Claymore Securities, Inc., MACRO Financial, LLC and each of their respective directors, officers, employees and agents may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than, in the case of the Depositor, the Depositor, in the case of Claymore Securities, Inc., Claymore Securities, Inc. and, in the case of MACRO Financial, LLC, MACRO Financial, LLC) respecting any matters arising hereunder.

Limitations on Liability of the Depositor. Claymore Securities, Inc. and MACRO Financial, LLC. None of the Depositor, Claymore Securities, Inc., MACRO Financial, LLC or any of their respective directors, officers, employees or agents acting in such capacities 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 taking any action or for refraining from taking any action in good faith in their capacities as Depositor, Administrative Agent or Marketing AgentAgents, as applicable, pursuant to this Trust Agreement; provided, however, that this provision shall not protect the Depositor, Claymore Securities, Inc., MACRO Financial, LLC or any of their respective directors, officers, employees or agents 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 Depositor, Claymore Securities, Inc., MACRO Financial, LLC and each of their respective directors, officers, employees and agents may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than, in the case of the Depositor, the Depositor, in the case of Claymore Securities, Inc., Claymore Securities, Inc. and, in the case of MACRO Financial, LLC, MACRO Financial, LLC) respecting any matters arising hereunder.

Limitations on Liability of the Depositor. Claymore Securities, Inc. and MACRO Financial, LLC. None of the Depositor, Claymore Securities, Inc., MACRO Financial, LLC or any of their respective directors, officers, employees or agents acting in such capacities 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 taking any action or for refraining from taking any action in good faith in their capacities as Depositor, Administrative Agent or Marketing Agent, as applicable, pursuant to this Trust Agreement; provided, however, that this provision shall not protect the Depositor, Claymore Securities, Inc., MACRO Financial, LLC or any of their respective directors, officers, employees or agents 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 Depositor, Claymore Securities, Inc., MACRO Financial, LLC and each of their respective directors, officers, employees and agents may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than, in the case of the Depositor, the Depositor, in the case of Claymore Securities, Inc., Claymore Securities, Inc. and, in the case of MACRO Financial, LLC, MACRO Financial, LLCLLC ) respecting any matters arising hereunder.

Limitations on Liability of the Depositor. Claymore Securities, Inc. MacroMarkets LLC and MACRO Financial, LLC. None of the Depositor, Claymore Securities, Inc.MacroMarkets LLC., MACRO Financial, LLC or any of their respective directors, officers, employees or agents acting in such capacities 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 taking any action or for refraining from taking any action in good faith in their capacities as Depositor, Administrative Agent or Marketing Agent, as applicable, pursuant to this Trust Agreement; provided, however, that this provision shall not protect the Depositor, Claymore Securities, Inc.MacroMarkets LLC., MACRO Financial, LLC or any of their respective directors, officers, employees or agents 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 Depositor, Claymore Securities, Inc.MacroMarkets LLC., MACRO Financial, LLC and each of their respective directors, officers, employees and agents may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than, in the case of the Depositor, the Depositor, in the case of Claymore SecuritiesMacroMarkets LLC, Inc., Claymore Securities, Inc. MacroMarkets LLC and, in the case of MACRO Financial, LLC, MACRO Financial, LLC) respecting any matters arising hereunder.