Common use of Creation Orders Clause in Contracts

Creation Orders. (a) All orders to create one or more MacroShares Units shall be made in accordance with and subject to the terms and conditions of the applicable MacroShares Trust Agreements, these Standard Terms, the applicable Supplement and the Applicable Creation Procedures specified thererin. Each party will comply with such foregoing terms and procedures to the extent applicable. Each Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Applicable Creation Procedures. The Administrative Agent may issue additional or revised procedures from time to time relating to the manner of creation of the applicable MacroShares Units which differ from or supplement the Applicable Creation Procedures, and, upon receiving written notice thereof, each of the applicable Authorized Participants shall thereafter comply with Applicable Creation Procedures, as so amended. Any Creation Order with respect to which an Authorized Participant has failed to comply with Applicable Procedures may be rejected by the Administrative Agent and, so long as written notice of any amendment or supplement to such Applicable Procedures has been delivered to such Authorized Participant in accordance with Section 20(c), the Administrative Agent, the applicable Paired Trusts and the other parties to the applicable Participants Agreement shall have no liability for any such rejection. (b) Each Authorized Participant acknowledges that it can only create MacroShares Units of the Paired Trusts for which it acts as an Authorized Participant, as set forth in Schedule I attached hereto, and evidenced by its execution of the applicable Supplements for such Paired Trusts. Each Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create a MacroShares Unit (a "Creation Order") may not be revoked by such Authorized Participant after the placement and acceptance of such Creation Order with the Administrative Agent. Each Creation Order shall be a binding obligation of the Authorized Participant that placed such Creation Order. A form of a Creation Order is attached hereto as EXHIBIT B (the "Creation Order Form"). The Creation Order Form shall not be required if such Creation Order is conducted through the electronic facilities of the Administrative Agent; provided, however, that the Administrative Agent, in its sole discretion, may require the use of the Creation Order Form for any reason as an alternative for its electronic facilities. The information required by such electronic facilities shall be substantially similar to the information on the Creation Order Form attached hereto. (c) The Administrative Agent shall have the absolute right, but shall have no obligation, to reject any Creation Order (i) if the Administrative Agent determines that the Creation Order is not in the required form, (ii) if the Administrative Agent determines that the Authorized Participant has deposited an insufficient amount of money with the applicable Trustee, (iii) if the Administrative Agent has determined or the applicable Depositor has determined and has informed the Administrative Agent, based in each case upon advice of counsel, that such Creation Order would have adverse tax or securities law consequences for one or more of the applicable Paired Trusts or the holders of any of the applicable MacroShares or that the fulfillment of such Creation Order may be unlawful, or (iv) if circumstances outside the control of the Administrative Agent make it impractical or not feasible to process the Creation Order on the Issuance Order Date or the Issuance Date. None of the applicable Depositor, the applicable Trustee or the Administrative Agent shall be liable to any Person by reason of the rejection of any Creation Order. (d) The Administrative Agent shall suspend the right of creation or postpone the applicable settlement date (i) for any period during which the stock exchange on which the applicable Paired Shares are listed or the exchange on which the commodity the market price of which is used to determine the applicable Paired Trusts' Underlying Value is traded, if any (the "Applicable Exchanges"), are closed, or trading on such Applicable Exchanges is suspended or restricted, (ii) for any period during which an emergency exists as a result of which delivery or acquisition of Eligible Treasuries by the applicable Paired Trusts is not reasonably practicable or (iii) for such other period as the applicable Depositor, the applicable Trustee or the Administrative Agent determines to be necessary for the protection of the Beneficial Owners of any of the applicable MacroShares. None of the applicable Trustee, the applicable Depositor or the Administrative Agent shall be liable to any Person or in any way for any loss or damage that may result from any such suspension or postponement.

Creation Orders. (a) All orders to create one or more MacroShares Units shall be made in accordance with and subject to the terms and conditions of the applicable Registration Statement. MacroShares Trust Agreements, these Standard Terms, the applicable Supplement this Participants Agreement and the Applicable Creation Procedures specified thererinProcedures. Each party will comply with such foregoing terms and procedures to the extent applicable. Each Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Applicable Creation Procedures. The applicable Trustee, the Administrative Agent and the applicable Depositor may issue additional or revised other procedures from time to time relating to the manner of creation of the applicable MacroShares Units which differ from or supplement Supplement the Applicable Creation Procedures, and, upon receiving written notice thereof, and each of the applicable Authorized Participants shall thereafter comply with Applicable Creation Procedures, as so amended. Any Creation Order with respect to which an Authorized Participant has failed to comply with Applicable Procedures may be rejected by the Administrative Agent and, so long as written notice of any amendment or supplement to such Applicable Procedures has been delivered to such Authorized Participant in accordance with Section 20(c), the Administrative Agent, the applicable Paired Trusts and the other parties to the applicable Participants Agreement shall have no liability for any such rejection. (b) Each Authorized Participant acknowledges that it can only create MacroShares Units of the Paired Trusts for which it acts as an Authorized Participant, as set forth in Schedule I attached hereto, and evidenced by its execution of the applicable Supplements for such Paired Trusts. Each Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create a MacroShares Unit (a "Creation Order") may not be revoked by such Authorized Participant after the placement and acceptance of such Creation Order with the Administrative Agent. Each Creation Order shall be a binding obligation of the Authorized Participant that placed such Creation Order. A form of a Creation Order is attached hereto as EXHIBIT B (the "Creation Order Form"). The Creation Order Form shall not be required if such Creation Order is conducted through the electronic facilities of the Administrative Agent; provided, however, that the Administrative Agent, in its sole discretion, may require the use of the Creation Order Form for any reason as an alternative for its electronic facilities. The information required by such electronic facilities shall be substantially similar to the information on the Creation Order Form attached hereto. (c) The Administrative Agent shall have the absolute right, but shall have no obligation, to reject any Creation Order (i) if the Administrative Agent determines that the Creation Order is not in the required form, (ii) if the Administrative Agent determines that the Authorized Participant has or Authorized Participants have deposited an insufficient amount of money with the applicable Trustee, (iii) if the Administrative Agent has determined or the applicable Depositor has determined (and has informed the Administrative Agent), based in each case upon advice of counsel, that such Creation Order would have adverse tax or securities law consequences for one or more of the applicable Paired Trusts or the holders of any of the applicable MacroShares or that the fulfillment of such Creation Order may be unlawful, or (iv) if circumstances outside the control of the Administrative Agent make it impractical or not feasible to process the Creation Order on the Issuance Order Date or the Issuance Date. None of the applicable Depositor, the applicable Trustee or the Administrative Agent shall be liable to any Person by reason of the rejection of any Creation Order. (d) The Administrative Agent shall suspend the right of creation or postpone the applicable settlement date (i) for any period during which the stock exchange on which the applicable Paired Shares are listed or the exchange on which the commodity commodity, the market price of which is used to determine the applicable Paired Trusts' Underlying Value is traded, if any any, (the "Applicable Exchanges"), ) are closed, or trading on such Applicable Exchanges is suspended or restricted, (ii) for any period during which an emergency exists as a result of which delivery or acquisition of Eligible Treasuries by the applicable Paired Trusts is not reasonably practicable or (iii) for such other period as the applicable Depositor, the applicable Trustee or the Administrative Agent determines to be necessary for the protection of the Beneficial Owners of any of the applicable MacroShares. None of the applicable Trustee, the applicable Depositor or the Administrative Agent shall be liable to any Person or in any way for any loss or damage that may result from any such suspension or postponement.

Creation Orders. (a) All orders to create one or more MacroShares Units shall be made in accordance with and subject to the terms and conditions of the applicable MacroShares Trust Agreements, these Standard Terms, the applicable Supplement and the Applicable Creation Procedures specified thererintherein. Each party will comply with such foregoing terms and procedures to the extent applicable. Each Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Applicable Creation Procedures. The Administrative Agent may issue additional or revised procedures from time to time relating to the manner of creation of the applicable MacroShares Units which differ from or supplement the Applicable Creation Procedures, and, upon after receiving reasonable advance written notice thereof, each of the applicable Authorized Participants shall thereafter comply with the Applicable Creation Procedures, as so amended. Any Creation Order with respect to which an Authorized Participant has failed to comply with the Applicable Procedures may be rejected by the Administrative Agent and, so long as reasonable advance written notice of any amendment or supplement to such Applicable Procedures has been delivered to such Authorized Participant in accordance with Section 20(c19(c), the Administrative Agent, the applicable Paired Trusts and the other parties to the applicable Participants Agreement shall have no liability for any such rejection. (b) Each Authorized Participant acknowledges that it can only create MacroShares Units of the Paired Trusts for which it acts as an Authorized Participant, as set forth in Schedule I attached hereto, and evidenced by its execution of the applicable Supplements for such Paired Trusts. Each Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create a MacroShares Unit (a "Creation Order") may not be revoked by such Authorized Participant after the placement and acceptance of such Creation Order with the Administrative Agent. Each Creation Order shall be a binding obligation of the Authorized Participant that placed such Creation Order. A form of a Creation Order is attached hereto as EXHIBIT B (the "Creation Order Form"). The Creation Order Form shall not be required if such Creation Order is conducted through the electronic facilities of the Administrative Agent; provided, however, that the Administrative Agent, in its sole discretion, may require the use of the Creation Order Form for any reason as an alternative for its electronic facilities. The information required by such electronic facilities shall be substantially similar to the information on the Creation Order Form attached hereto. (c) The Administrative Agent shall have the absolute right, but shall have no obligation, to reject any Creation Order (i) if the Administrative Agent determines that the Creation Order is not in the required form, (ii) if the Administrative Agent determines that the Authorized Participant has deposited an insufficient amount of money with the applicable Trustee, (iii) if the Administrative Agent has determined determined, or the applicable Depositor has determined and has informed the Administrative Agent, based in each case upon advice of counsel, that such Creation Order would have adverse tax or securities law consequences for one or more of the applicable Paired Trusts or the holders of any of the applicable MacroShares or that the fulfillment of such Creation Order may be unlawful, or (iv) if circumstances outside the control of the Administrative Agent make it impractical or not feasible to process the Creation Order on the Issuance Order Date or the Issuance Date. None of the applicable Depositor, the applicable Trustee or the Administrative Agent shall be liable to any Person by reason of the rejection of any Creation Order. (d) The Administrative Agent shall suspend the right of creation or postpone the applicable settlement date (i) for any period during which the stock exchange on which the applicable Paired Shares MacroShares are listed or the exchange on which the commodity the market price of which is used to determine the applicable Paired Trusts' Underlying Value is traded, if any (the "Applicable Exchanges"), are closed, or trading on such Applicable Exchanges is suspended or restricted, (ii) for any period during which an emergency exists as a result of which delivery or acquisition of Eligible Treasuries by the applicable Paired Trusts is not reasonably practicable or (iii) for such other period as the applicable Depositor, the applicable Trustee or the Administrative Agent determines to be necessary for the protection of the Beneficial Owners of any of the applicable MacroShares. None of the applicable Trustee, the applicable Depositor or the Administrative Agent shall be liable to any Person or in any way for any loss or damage that may result from any such suspension or postponement. (e) Each Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Applicable Creation Procedures. In the event that the Administrative Agent, applicable Marketing Agent, Depositor, or Trustee, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Administrative Agent or applicable Marketing Agent, Depositor, or Trustee agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed unless prohibited by applicable rule or law, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Administrative Agent, applicable Marketing Agent, Depositor, or Trustee, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Administrative Agent, applicable Marketing Agent, Depositor, and Trustee, and their affiliated persons, shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant's express written consent, except the Administrative Agent and applicable Marketing Agent, Depositor, or Trustee may disclose to any regulatory or self-regulatory organization, to the extent required by applicable rule or law, any recording involving communications with the Authorized Participant.

Creation Orders. (a) All orders to create one or more MacroShares Units shall be made in accordance with and subject to the terms and conditions of the applicable MacroShares Trust Agreements, these Standard Terms, the applicable Supplement and the Applicable Creation Procedures specified thererin. Each party will comply with such foregoing terms and procedures to the extent applicable. Each Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Applicable Creation Procedures. The Administrative Agent may issue additional or revised procedures from time to time relating to the manner of creation of the applicable MacroShares Units which differ from or supplement the Applicable Creation Procedures, and, upon receiving written notice thereof, each of the applicable Authorized Participants shall thereafter comply with Applicable Creation Procedures, as so amended. Any Creation Order with respect to which an Authorized Participant has failed to comply with Applicable Procedures may be rejected by the Administrative Agent and, so long as written notice of any amendment or supplement to such Applicable Procedures has been delivered to such Authorized Participant in accordance with Section 20(c), the Administrative Agent, the applicable Paired Trusts and the other parties to the applicable Participants Agreement shall have no liability for any such rejection. (b) Each Authorized Participant acknowledges that it can only create MacroShares Units of the Paired Trusts for which it acts as an Authorized Participant, as set forth in Schedule I attached hereto, and evidenced by its execution of the applicable Supplements for such Paired Trusts. Each Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create a MacroShares Unit (a "“Creation Order"”) may not be revoked by such Authorized Participant after the placement and acceptance of such Creation Order with the Administrative Agent. Each Creation Order shall be a binding obligation of the Authorized Participant that placed such Creation Order. A form of a Creation Order is attached hereto as EXHIBIT B (the "“Creation Order Form"”). The Creation Order Form shall not be required if such Creation Order is conducted through the electronic facilities of the Administrative Agent; provided, however, that the Administrative Agent, in its sole discretion, may require the use of the Creation Order Form for any reason as an alternative for its electronic facilities. The information required by such electronic facilities shall be substantially similar to the information on the Creation Order Form attached hereto. (c) The Administrative Agent shall have the absolute right, but shall have no obligation, to reject any Creation Order (i) if the Administrative Agent determines that the Creation Order is not in the required form, (ii) if the Administrative Agent determines that the Authorized Participant has deposited an insufficient amount of money with the applicable Trustee, (iii) if the Administrative Agent has determined or the applicable Depositor has determined and has informed the Administrative Agent, based in each case upon advice of counsel, that such Creation Order would have adverse tax or securities law consequences for one or more of the applicable Paired Trusts or the holders of any of the applicable MacroShares or that the fulfillment of such Creation Order may be unlawful, or (iv) if circumstances outside the control of the Administrative Agent make it impractical or not feasible to process the Creation Order on the Issuance Order Date or the Issuance Date. None of the applicable Depositor, the applicable Trustee or the Administrative Agent shall be liable to any Person by reason of the rejection of any Creation Order. (d) The Administrative Agent shall suspend the right of creation or postpone the applicable settlement date (i) for any period during which the stock exchange on which the applicable Paired Shares are listed or the exchange on which the commodity the market price of which is used to determine the applicable Paired Trusts' ’ Underlying Value is traded, if any (the "“Applicable Exchanges"”), are closed, or trading on such Applicable Exchanges is suspended or restricted, (ii) for any period during which an emergency exists as a result of which delivery or acquisition of Eligible Treasuries by the applicable Paired Trusts is not reasonably practicable or (iii) for such other period as the applicable Depositor, the applicable Trustee or the Administrative Agent determines to be necessary for the protection of the Beneficial Owners of any of the applicable MacroShares. None of the applicable Trustee, the applicable Depositor or the Administrative Agent shall be liable to any Person or in any way for any loss or damage that may result from any such suspension or postponement.

Creation Orders. (a) All orders to create one or more MacroShares Units shall be made in accordance with and subject to the terms and conditions of the applicable MacroShares Trust Agreements, these Standard Terms, the applicable Supplement and the Applicable Creation Procedures specified thererintherein. Each party will comply with such foregoing terms and procedures to the extent applicable. Each Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Applicable Creation Procedures; provided that the party making such recording shall provide such recordings to such Authorized Participant upon reasonable request. The Administrative Agent may issue additional or revised procedures from time to time relating to the manner of creation of the applicable MacroShares Units which differ from or supplement the Applicable Creation Procedures, and, upon receiving reasonable written notice thereof, each of the applicable Authorized Participants shall thereafter comply with Applicable Creation Procedures, as so amended. Any Creation Order with respect to which an Authorized Participant has failed to comply with Applicable Procedures may be rejected by the Administrative Agent and, so long as written notice of any amendment or supplement to such Applicable Procedures has been delivered to such Authorized Participant in accordance with Section 20(c)) prior to the delivery of such Creation Order, the Administrative Agent, the applicable Paired Trusts and the other parties to the applicable Participants Agreement shall have no liability for any such rejection. (b) Each Authorized Participant acknowledges that it can only create MacroShares Units of the Paired Trusts for which it acts as an Authorized Participant, as set forth in Schedule I attached hereto, and evidenced by its execution of the applicable Supplements for such Paired Trusts. Each Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create a MacroShares Unit (a "Creation Order") may not be revoked by such Authorized Participant after the placement and acceptance of such Creation Order with the Administrative Agent. Each Creation Order shall be a binding obligation of the Authorized Participant that placed such Creation Order. A form of a Creation Order is attached hereto as EXHIBIT B (the "Creation Order Form"). The Creation Order Form shall not be required if such Creation Order is conducted through the electronic facilities of the Administrative Agent; provided, however, that the Administrative Agent, in its sole discretion, may require the use of the Creation Order Form for any reason as an alternative for its electronic facilities. The information required by such electronic facilities shall be substantially similar to the information on the Creation Order Form attached hereto. (c) The Administrative Agent shall have the absolute right, but shall have no obligation, to reject any Creation Order (i) if the Administrative Agent reasonably determines that the Creation Order is not in the required form, (ii) if the Administrative Agent reasonably determines that the Authorized Participant has deposited an insufficient amount of money with the applicable Trustee, (iii) if the Administrative Agent has determined or the applicable Depositor has determined and has informed the Administrative Agent, based in each case upon advice opinion of counsel, that such Creation Order would have adverse tax or securities law consequences for one or more of the applicable Paired Trusts or the holders of any of the applicable MacroShares or that the fulfillment of such Creation Order may be unlawful, or (iv) if circumstances outside the control of the Administrative Agent make it impractical or not feasible to process the Creation Order on the Issuance Order Date or the Issuance Date. None of the applicable Depositor, the applicable Trustee or the Administrative Agent shall be liable to any Person by reason of the rejection of any Creation Order. (d) The Administrative Agent shall suspend the right of creation or postpone the applicable settlement date (i) for any period during which the stock exchange on which the applicable Paired Shares are listed or the exchange on which the commodity the market price of which is used to determine the applicable Paired Trusts' Underlying Value is traded, if any (the "Applicable Exchanges"), are closed, or trading on such Applicable Exchanges is suspended or restricted, (ii) for any period during which an emergency exists as a result of which delivery or acquisition of Eligible Treasuries by the applicable Paired Trusts is not reasonably practicable or (iii) for such other period as the applicable Depositor, the applicable Trustee or the Administrative Agent determines to be necessary for the protection of the Beneficial Owners of any of the applicable MacroShares. None of the applicable Trustee, the applicable Depositor or the Administrative Agent shall be liable to any Person or in any way for any loss or damage that may result from any such suspension or postponement.