Common use of EXCHANGES OF UP Clause in Contracts

EXCHANGES OF UP. MACRO TRADEABLE SHARES SECTION 6.1 Exchanges in Connection with Paired Optional Redemptions. (a) On any Price Determination Day occurring after the Closing Date but prior to the Final Scheduled Termination Date or an Early Termination Date, any Authorized Participant may direct the redemption of Paired Holding Shares by delivering a Redemption Order to the Administrative Agent and satisfying the conditions set forth in Section 6.1 of the Up- MACRO Holding Trust Agreement (such redemption, a "Paired Optional Redemption"). Any Authorized Participant who wishes to direct a Paired Optional Redemption pursuant to Section 6.1 of the Up-MACRO Holding Trust Agreement and who holds Up-MACRO Tradeable Shares, may direct an exchange and concurrent redemption of its Up-MACRO Tradeable Shares for their underlying Up-MACRO Holding Shares pursuant to and in accordance with the procedures specified in the Participants Agreement. The Authorized Participant directing the Paired Optional Redemption must be the Beneficial Owner of the Paired Holding Shares or the Up-MACRO and Down-MACRO Tradeable Shares which are being tendered for redemption, as shown on the records of the Depository. (b) Following the Redemption Order Date, the redeeming Authorized Participant must transfer to the Trustee, not later than the date and time specified in the Participants Agreement, the requisite number of Paired Holding Shares or Up-MACRO Tradeable Shares and Down-MACRO Tradeable Shares constituting at least one MACRO Unit or integral multiples thereof, plus the applicable Redemption Cash Component, if any, and the transaction fee as specified in Section 6.1(d), and provide written or electronic evidence of such deposit to the Administrative Agent in accordance with the Participants Agreement. (c) Pursuant to Section 6.1(c) of the Up-MACRO Holding Trust Agreement, the Administrative Agent may, in its discretion, reject any Redemption Order (i) if the Administrative Agent determines that the Redemption Order is not in the required form, (ii) if Paired Holding Shares or Up-MACRO and Down-MACRO Tradeable Shares constituting at least one or more whole MACRO Units are not tendered to the Trustee for redemption, (iii) if the Depositor has determined, based upon an opinion of counsel, and advised the Trustee, that such Redemption Order would have adverse tax or securities laws consequences for either of the Paired Holding Trusts, the Up-MACRO Tradeable Trust or Down-MACRO Tradeable Trust, the Holders of the Paired Holding Shares or the Holders of the Up-MACRO Tradeable Shares or Down-MACRO Tradeable Shares, (iv) if the acceptance or receipt of the Redemption Order would, in the opinion of counsel to the Depositor acceptable to the Trustee, be unlawful, (v) if any such redemption would cause the Up-MACRO Tradeable Trust to hold fifty percent or less of the Outstanding Up-MACRO Holding Shares, (vi) if circumstances outside the control of the Trustee, the Depositor or the Administrative Agent make it impractical or not feasible to process the Redemption Order on the Redemption Order Date or the Redemption Date, or (vii) if the Down-MACRO Holding Trustee has notified the Trustee that it has rejected the related Redemption Order or the related Exchange Order delivered under the Down-MACRO Holding Trust Agreement for one of the reasons described in Section 6.1(c) of the Down-MACRO Holding Trust Agreement. None of the Trustee, the Depositor or the Administrative Agent shall be liable to any Person for rejecting a Redemption Order pursuant to Section 6.1(c) of the Up-MACRO and/or Down-MACRO Holding Trust Agreement. (d) A non-refundable transaction fee will be payable to the Up-MACRO Holding Trustee for its own account in the amount specified in Section 7 of the Participants Agreement in connection with each Redemption Order. (e) On any Distribution Date that is an Early Termination Date or the Final Scheduled Termination Date, the Trustee shall redeem all of the Up-MACRO Tradeable Shares that are Outstanding on such Distribution Date at their Per Share Underlying Value, as calculated on the immediately preceding Price Determination Day, using the funds received on such date from the Up-MACRO Holding Trustee pursuant to the terms of the Up-MACRO Holding Trust Agreement.

EXCHANGES OF UP. MACRO TRADEABLE SHARES SECTION 6.1 Exchanges in Connection with Paired Optional Redemptions. (a) On any Price Determination Day occurring after the Closing Date but prior to the Final Scheduled Termination Date or an Early Termination Date, any Authorized Participant may direct the redemption of Paired Holding Shares by delivering a Redemption Order to the Administrative Agent and satisfying the conditions set forth in Section 6.1 of the Up- Up-MACRO Holding Trust Agreement (such redemption, a "Paired Optional Redemption"). Any Authorized Participant who wishes to direct a Paired Optional Redemption pursuant to Section 6.1 of the Up-MACRO Holding Trust Agreement and who holds Up-MACRO Tradeable Shares, may direct an exchange and concurrent redemption of its Up-MACRO Tradeable Shares for their underlying Up-MACRO Holding Shares pursuant to and in accordance with the procedures specified in the Participants Agreement. The Authorized Participant directing the Paired Optional Redemption must be the Beneficial Owner of the Paired Holding Shares or the Up-MACRO and Down-MACRO Tradeable Shares which are being tendered for redemption, as shown on the records of the Depository. (b) Following the Redemption Order Date, the redeeming Authorized Participant must transfer to the Trustee, not later than the date and time specified in the Participants Agreement, the requisite number of Paired Holding Shares or Up-MACRO Tradeable Shares and Down-MACRO Tradeable Shares constituting at least one MACRO Unit or integral multiples thereof, plus the applicable Redemption Cash Component, if any, and the transaction fee as specified in this Section 6.1(d), and provide written or electronic evidence of such deposit to the Administrative Agent in accordance with the Participants Agreement. (c) Pursuant to Section 6.1(c) of the Up-MACRO Holding Trust Agreement, the Administrative Agent may, in its discretion, may reject any Redemption Order (i) if the Administrative Agent determines that the Redemption Order is not in the required form, (ii) if Paired Holding Shares or Up-MACRO and Down-MACRO Tradeable Shares constituting at least one or more whole MACRO Units are not tendered to the Trustee for redemption, (iii) if the Depositor has determined, based upon an opinion of counsel, and advised the Trustee, that such Redemption Order would have adverse tax or securities laws consequences for either of the Paired Holding TrustsTrust, the Up-MACRO Tradeable Trust or Down-MACRO Tradeable Trust, the Holders of the Paired Holding Shares or the Holders of the Up-MACRO Tradeable Shares or Down-MACRO Tradeable Shares, (iv) if the acceptance or receipt of the Redemption Order would, in the opinion of counsel to the Depositor acceptable to the Trustee, be unlawful, (v) if any such redemption would cause the Up-MACRO Tradeable Trust to hold fifty percent or less of the Outstanding Up-MACRO Holding Shares, (vi) if circumstances outside the control of the Trustee, the Depositor or the Administrative Agent make it impractical or not feasible to process the Redemption Order on the Redemption Order Date or the Redemption Date, or (vii) if the Down-MACRO Holding Trustee has notified the Trustee that it has rejected the related Redemption Order or the related Exchange Order delivered under the Down-MACRO Holding Trust Agreement for one of the reasons described in Section 6.1(c) of the Down-MACRO Holding Trust Agreement. None of the Trustee, the Depositor or the Administrative Agent shall be liable to any Person for rejecting a Redemption Order pursuant to Section 6.1(c) of the Up-MACRO and/or Down-MACRO Holding Trust Agreement. (d) A non-refundable transaction fee will be payable to the Up-MACRO Holding Trustee for its own account in the amount specified in Section 7 of the Participants Agreement in connection with each Redemption Order. (e) On any Distribution Date that is an Early Termination Date Date, or the Final Scheduled Termination Date, the Trustee shall redeem all of the Up-MACRO Tradeable Shares that are Outstanding on such Distribution Date at their Up-MACRO Per Share Underlying Value, as calculated [on the immediately preceding Price Determination Day], using the funds received on such date from the Up-MACRO Holding Trustee pursuant to the terms of the Up-MACRO Holding Trust Agreement.