Common use of Paired Issuances Clause in Contracts

Paired Issuances. (a) On any Price Determination Day that occurs after the Closing Date but prior to the Final Scheduled Termination Date or an Early Termination Date, the Down-MACRO Holding Trust shall issue additional Down-MACRO Holding Shares contemporaneously with the issuance of additional Up-MACRO Holding Shares in the form of MACRO Units (such an issuance, a "Paired Issuance") and, if applicable, concurrently exchange such MACRO Units to their related Tradeable Shares following the receipt of, and in accordance with, a Creation Order delivered by an Authorized Participant and forwarded to the Trustee by the Administrative Agent. Any Authorized Participant who directs a Paired Issuance pursuant to Section 6.2 of the Down-MACRO Holding Trust Agreement shall be deemed (unless it has specifically directed that Paired Holding Shares be delivered to it) to direct the deposit of the Paired Holding Shares created in such Paired Issuance into the Down-MACRO Tradeable Trust and the issuance in exchange therefor of Down-MACRO Tradeable Shares which shall be delivered to the Authorized Participant pursuant to and in accordance with the procedures specified in the Participants Agreement. (b) Subject to the requirements and limitations set forth herein, in the Participants Agreement and in the Down-MACRO Holding Trust Agreement, the number of Down-MACRO Tradeable Shares that the Down-MACRO Tradeable Trust may issue is unlimited. (c) Pursuant to Section 6.2(c) of the Down-MACRO Holding Trust Agreement, the Administrative Agent may, in its discretion, reject any Creation Order (i) if the Administrative Agent determines that the Creation Order is not in the required form, (ii) if the Trustee notifies the Administrative Agent that the Authorized Participant directing the Paired Issuance has not deposited sufficient funds with the Trustee, (iii) if the Depositor determines, based upon an opinion of counsel, that such Creation Order would have adverse tax or securities law consequences for either of the Paired Holding Trusts, the Down-MACRO Tradeable Trust or Up-MACRO Tradeable Trust, the Holders of the Paired Holding Shares or the Holders of the Down-MACRO Tradeable Shares or Down MACRO Tradeable Shares, (iv) the acceptance or fulfillment of which would, in the opinion of counsel to the Depositor acceptable to the Trustee, be unlawful, (v) if any such creation would cause the Down-MACRO Tradeable Trust to hold fifty percent or less of the Outstanding Down-MACRO Holding Shares (vi) if the Up-MACRO Holding Trustee notifies the Trustee that the Creation Order for additional Up-MACRO Holding Shares has been or will be rejected by it, by the Administrative Agent on behalf of the Up-MACRO Holding Trust, (vii) if circumstances outside the control of the Trustee, the Depositor or the Administrative Agent make it impractical or not feasible to process the Creation Order on the Issuance Order Date or on the Issuance Date, or (viii) if there are not sufficient Up-MACRO Tradeable Shares registered pursuant to the Securities Act to fulfill such Creation Order. None of the Trustee, the Depositor or the Administrative Agent shall be liable to any Person by reason of the rejection of any Creation Order. (d) A non-refundable transaction fee will be payable to the Down-MACRO Holding Trustee for its own account in the amount specified in Section 7 of the Participants Agreement in connection with each Creation Order.

Paired Issuances. (a) On any Price Determination Day that occurs after the Closing Date but prior to the Final Scheduled Termination Date or an Early Termination Date, the DownUp-MACRO Holding Trust shall issue additional DownUp-MACRO Holding Shares contemporaneously with the issuance of additional UpDown-MACRO Holding Shares in the form of MACRO Units (such an issuance, a "Paired Issuance") and, if applicable, concurrently exchange such MACRO Units to their related Tradeable Shares following the receipt of, and in accordance with, a Creation Order delivered by an Authorized Participant and forwarded to the Trustee by the Administrative Agent. Any Authorized Participant who directs a Paired Issuance pursuant to Section 6.2 of the DownUp-MACRO Holding Trust Agreement shall be deemed (unless it has specifically directed that Paired Holding Shares be delivered to it) to direct the deposit of the Paired Holding Shares created in such Paired Issuance into the DownUp-MACRO Tradeable Trust and the issuance in exchange therefor of DownUp-MACRO Tradeable Shares which shall be delivered to the Authorized Participant pursuant to and in accordance with the procedures specified in the Participants Agreement. (b) Subject to the requirements and limitations set forth herein, in the Participants Agreement and in the DownUp-MACRO Holding Trust Agreement, the number of DownUp-MACRO Tradeable Shares that the DownUp-MACRO Tradeable Trust may issue is unlimited. (c) Pursuant to Section 6.2(c) of the DownUp-MACRO Holding Trust Agreement, the Administrative Agent may, in its discretion, reject any Creation Order (i) if the Administrative Agent determines that the Creation Order is not in the required form, (ii) if the Trustee notifies the Administrative Agent that the Authorized Participant directing the Paired Issuance has not deposited sufficient funds with the Trustee, (iii) if the Depositor determines, based upon an opinion of counsel, that such Creation Order would have adverse tax or securities law consequences for either of the Paired Holding Trusts, the DownUp-MACRO Tradeable Trust or UpDown-MACRO Tradeable Trust, the Holders of the Paired Holding Shares or the Holders of the DownUp-MACRO Tradeable Shares or Down MACRO Tradeable Shares, (iv) the acceptance or fulfillment of which would, in the opinion of counsel to the Depositor acceptable to the Trustee, be unlawful, (v) if any such creation would cause the DownUp-MACRO Tradeable Trust to hold fifty percent or less of the Outstanding DownUp-MACRO Holding Shares (vi) if the UpDown-MACRO Holding Trustee notifies the Trustee that the Creation Order for additional UpDown-MACRO Holding Shares has been or will be rejected by it, by the Administrative Agent on behalf of the UpDown-MACRO Holding Trust, (vii) if circumstances outside the control of the Trustee, the Depositor or the Administrative Agent make it impractical or not feasible to process the Creation Order on the Issuance Order Date or on the Issuance Date, or (viii) if there are not sufficient Up-MACRO Tradeable Shares registered pursuant to the Securities Act to fulfill such Creation Order. None of the Trustee, the Depositor or the Administrative Agent shall be liable to any Person by reason of the rejection of any Creation Order. (d) A non-refundable transaction fee will be payable to the DownUp-MACRO Holding Trustee for its own account in the amount specified in Section 7 of the Participants Agreement in connection with each Creation Order.

Paired Issuances. (a) On any Price Determination Day that occurs after the Closing Date but prior to the Final Scheduled Termination Date or an Early Termination Date, the Down-MACRO Holding Trust shall issue additional Down-MACRO Holding Shares contemporaneously with the issuance of additional Up-MACRO Holding Shares in the form of MACRO Units (such an issuance, a "Paired Issuance") and, if applicable, concurrently exchange such MACRO Units to their related Tradeable Shares following the receipt of, and in accordance with, a Creation Order delivered by an Authorized Participant and forwarded to the Trustee by the Administrative Agent. Any Only Authorized Participants may direct Paired Issuances. Down-MACRO Holding Shares will be issued at the Per Share Underlying Value of the existing Down-MACRO Holding Shares on the Issuance Order Date on which the related Creation Order was delivered; provided that in the case of any Creation Order placed on a Distribution Date or on the Business Day succeeding a Distribution Date, the Authorized Participant who directs a Paired Issuance pursuant submitting the Creation Order will be required to Section 6.2 deliver, in addition to cash in the amount of the aggregate per share Underlying Value of the Down-MACRO Holding Trust Agreement shall be deemed (unless it has specifically directed that Paired Holding Shares be delivered being created, an amount equal to it) to direct the deposit of the Paired Holding Shares created in such Paired Issuance into the Down-MACRO Tradeable Trust and Up-MACRO Earned Income Accruals for each intervening day between the Issuance Order Date and the issuance in exchange therefor Issuance Date, calculated on the basis of Down-MACRO Tradeable Shares which shall be delivered to the Authorized Participant pursuant to and in accordance with Applicable Reference Price of Crude Oil on the procedures specified in the Participants AgreementIssuance Order Date. (b) Subject to the procedures and requirements specified in the Participants Agreement, a Paired Issuance may be made only upon the direction of one or more Authorized Participants delivered in the form of a Creation Order to the Administrative Agent on any day that is a Price Determination Day (such date, the "Issuance Order Date"), prior to the earliesr of (i) half an hour before the end of trading in the Light Sweet Crude Oil Futures Contracts on NYMEX or half an hour before the end of trading in the futures contracts from which any Substitute Reference Oil Price is derived or at such time as may be specified for any other applicable Substitute Reference Oil Price and (ii) the unanticipated close of trading of the Light Sweet Crude Oil Futures Contracts or of the Substitute Reference Oil Price. Any Creation Order received by the Administrative Agent after the time specified in the foregoing sentence will automatically be cancelled. Subject to the requirements and limitations set forth herein, herein and in the Participants Agreement and in the Down-MACRO Holding Trust Agreement, the number of Down-MACRO Tradeable Holding Shares that the Down-MACRO Tradeable Holding Trust may issue as part of a Paired Issuance is unlimited. (c) Pursuant to Section 6.2(c) of the Down-MACRO Holding Trust Agreement, the The Administrative Agent may, in its discretion, reject any Creation Order (i) if the Administrative Agent determines that the Creation Order is not in the required form, (ii) if the Trustee notifies the Administrative Agent that the Authorized Participant directing the Paired Issuance has not deposited sufficient funds with the Trustee, (iii) if the Depositor determines, based upon an opinion of counsel, that such Creation Order would have adverse tax or securities law consequences for either of the Paired Holding Trusts, the Down-MACRO Tradeable Trust or Up-MACRO Tradeable Trust, the Holders of the Paired Holding Shares or the Holders of the Down-MACRO Tradeable Shares or Down MACRO Tradeable Shares, (iv) the acceptance or fulfillment of which would, in the opinion of counsel to the Depositor acceptable to the Trustee, be unlawful, (v) if any such creation would cause the Down-MACRO Tradeable Trust to hold fifty percent or less of the Outstanding Down-MACRO Holding Shares Shares, (vi) if the Up-MACRO Holding Trustee notifies the Trustee that the Creation Order for additional Up-MACRO Holding Shares has been or will be rejected by it, it or by the Administrative Agent on behalf of the Up-MACRO Holding Trust, (vii) if circumstances outside the control of the Trustee, the Depositor or the Administrative Agent make it impractical or not feasible to process the Creation Order on the Issuance Order Date or on the Issuance Date, or (viii) if there are not sufficient UpDown-MACRO Tradeable Paired Holding Shares registered pursuant to the Securities Act to fulfill such Creation Order. None of the Trustee, the Depositor or the Administrative Agent shall be liable to any Person by reason of the rejection of any Creation Order. (d) A non-refundable transaction fee will be payable to the Down-MACRO Holding Trustee for its own account in connection with each Creation Order in the amount specified in Section 7 of the Participants Agreement Agreement. In the event that a Creation Order fails and the Trustee or the Administrative Agent has incurred expenses on behalf of the Down-MACRO Holding Trust in connection with each taking steps to effect a Paired Issuance pursuant thereto, and any reimbursement of such expenses cannot be obtained from the Authorized Participant who delivered the Creation Order, then such expenses shall be reimbursed to the Trustee and the Administrative Agent on the next Distribution Payment Date out of funds available in the Fee Payment Account or, if such funds are insufficient, by the Depositor.

Paired Issuances. (a) On any Price Determination Day that occurs after the Closing Date but prior to the Final Scheduled Termination Date or an Early Termination Date, the DownUp-MACRO Holding Trust shall issue additional DownUp-MACRO Holding Shares contemporaneously with the issuance of additional UpDown-MACRO Holding Shares in the form of MACRO Units (such an issuance, a "Paired Issuance") and, if applicable, concurrently exchange such MACRO Units to their related Tradeable Shares following the receipt of, and in accordance with, a Creation Order delivered by an Authorized Participant and forwarded to the Trustee by the Administrative Agent. Any Only Authorized Participants may direct Paired Issuances. Up-MACRO Holding Shares will be issued at the Per Share Underlying Value of the existing Up-MACRO Holding Shares on the Issuance Order Date on which the related Creation Order was delivered; provided that in the case of any Creation Order placed on a Distribution Date or on the Business Day succeeding a Distribution Date, the Authorized Participant who directs a Paired Issuance pursuant submitting the Creation Order will be required to Section 6.2 deliver, in addition to cash in the amount of the aggregate per share Underlying Value of the Up-MACRO Holding Shares being created, an amount equal to the Up-MACRO and Down-MACRO Holding Trust Agreement shall be deemed (unless it has specifically directed that Paired Holding Shares be delivered to it) to direct Earned Income Accruals for each intervening day between the deposit Issuance Order Date and the Issuance Date, calculated on the basis of the Paired Holding Shares created in such Paired Applicable Reference Price of Crude Oil on the Issuance into the Down-MACRO Tradeable Trust and the issuance in exchange therefor of Down-MACRO Tradeable Shares which shall be delivered to the Authorized Participant pursuant to and in accordance with the procedures specified in the Participants AgreementOrder Date. (b) Subject to the procedures and requirements specified in the Participants Agreement, a Paired Issuance may be made only upon the direction of one or more Authorized Participants delivered in the form of a Creation Order to the Administrative Agent on any day that is a Price Determination Day (such date, the "Issuance Order Date"), prior to the earlier of (i) half an hour before the end of trading in the Light Sweet Crude Oil Futures Contracts on NYMEX or half an hour before the end of trading in the futures contracts from which any Substitute Reference Oil Price is derived or at such time as may be specified for any other applicable Substitute Reference Oil Price and (ii) the unanticipated close of trading of the Light Sweet Crude Oil Futures Contracts or of the Substitute Reference Oil Price. Any Creation Order received by the Administrative Agent after the time specified in the foregoing sentence will automatically be cancelled. Subject to the requirements and limitations set forth herein, herein and in the Participants Agreement and in the Down-MACRO Holding Trust Agreement, the number of DownUp-MACRO Tradeable Holding Shares that the DownUp-MACRO Tradeable Holding Trust may issue as part of a Paired Issuance is unlimited. (c) Pursuant to Section 6.2(c) of the Down-MACRO Holding Trust Agreement, the The Administrative Agent may, in its discretion, reject any Creation Order (i) if the Administrative Agent determines that the Creation Order is not in the required form, (ii) if the Trustee notifies the Administrative Agent that the Authorized Participant directing the Paired Issuance has not deposited sufficient funds with the Trustee, (iii) if the Depositor determines, based upon an opinion of counsel, that such Creation Order would have adverse tax or securities law consequences for either of the Paired Holding Trusts, the DownUp-MACRO Tradeable Trust or UpDown-MACRO Tradeable Trust, the Holders of the Paired Holding Shares or the Holders of the DownUp-MACRO Tradeable Shares or Down MACRO Tradeable Shares, (iv) the acceptance or fulfillment of which would, in the opinion of counsel to the Depositor acceptable to the Trustee, be unlawful, (v) if any such creation would cause the DownUp-MACRO Tradeable Trust to hold fifty percent or less of the Outstanding DownUp-MACRO Holding Shares Shares, (vi) if the UpDown-MACRO Holding Trustee notifies the Trustee that the Creation Order for additional UpDown-MACRO Holding Shares has been or will be rejected by it, it or by the Administrative Agent on behalf of the UpDown-MACRO Holding Trust, (vii) if circumstances outside the control of the Trustee, the Depositor or the Administrative Agent make it impractical or not feasible to process the Creation Order on the Issuance Order Date or on the Issuance Date, or (viiivii) if there are not sufficient Up-MACRO Tradeable Paired Holding Shares registered pursuant to the Securities Act to fulfill such Creation Order. None of the Trustee, the Depositor or the Administrative Agent shall be liable to any Person by reason of the rejection of any Creation Order. (d) A non-refundable transaction fee will be payable to the Down-MACRO Holding Trustee for its own account in connection with each Creation Order in the amount specified in Section 7 of the Participants Agreement Agreement. In the event that a Creation Order fails and the Trustee or the Administrative Agent has incurred expenses on behalf of the Up-MACRO Holding Trust in connection with each taking steps to effect a Paired Issuance pursuant thereto, and any reimbursement of such expenses cannot be obtained from the Authorized Participant who delivered the Creation Order, then such expenses shall be reimbursed to the Trustee and the Administrative Agent on the next Distribution Payment Date out of funds available in the Fee Payment Account or, if such funds are insufficient, by the Depositor.

Paired Issuances. (a) On any Price Determination Day that occurs after the Closing Date but prior to the Final Scheduled Termination Date or an Early Termination Date, the DownUp-MACRO Holding Trust shall issue additional DownUp-MACRO Holding Shares contemporaneously with the issuance of additional UpDown-MACRO Holding Shares in the form of MACRO Units (such an issuance, a "Paired Issuance") and, if applicable, concurrently exchange such MACRO Units to their related Tradeable Shares following the receipt of, and in accordance with, a Creation Order delivered by an Authorized Participant and forwarded to the Trustee by the Administrative Agent. Any Only Authorized Participants may direct Paired Issuances. Up-MACRO Holding Shares will be issued at the Per Share Underlying Value of the existing Up-MACRO Holding Shares on the Issuance Order Date on which the related Creation Order was delivered; provided that in the case of any Creation Order placed on a Distribution Date or on the Business Day succeeding a Distribution Date, the Authorized Participant who directs a Paired Issuance pursuant submitting the Creation Order will be required to Section 6.2 deliver, in addition to cash in the amount of the aggregate per share Underlying Value of the Up-MACRO Holding Shares being created, an amount equal to the Up-MACRO and Down-MACRO Holding Trust Agreement shall be deemed (unless it has specifically directed that Paired Holding Shares be delivered to it) to direct Earned Income Accruals for each intervening day between the deposit Issuance Order Date and the Issuance Date, calculated on the basis of the Paired Holding Shares created in such Paired Applicable Reference Price of Crude Oil on the Issuance into the Down-MACRO Tradeable Trust and the issuance in exchange therefor of Down-MACRO Tradeable Shares which shall be delivered to the Authorized Participant pursuant to and in accordance with the procedures specified in the Participants AgreementOrder Date. (b) Subject to the procedures and requirements specified in the Participants Agreement, a Paired Issuance may be made only upon the direction of one or more Authorized Participants delivered in the form of a Creation Order to the Administrative Agent on any day that is a Price Determination Day (such date, the "Issuance Order Date"), prior to the earlier of (i) half an hour before the end of trading in the Light Sweet Crude Oil Futures Contracts on NYMEX or half an hour before the end of trading in the futures contracts from which any Substitute Reference Oil Price is derived or at such time as may be specified for any other applicable Substitute Reference Oil Price and (ii) the unanticipated close of trading of the Light Sweet Crude Oil Futures Contracts or of the Substitute Reference Oil Price. Any Creation Order received by Administrative Agent after the time specified in the foregoing sentence will automatically be cancelled. Subject to the requirements and limitations set forth herein, herein and in the Participants Agreement and in the Down-MACRO Holding Trust Agreement, the number of DownUp-MACRO Tradeable Holding Shares that the DownUp-MACRO Tradeable Holding Trust may issue as part of a Paired Issuance is unlimited. (c) Pursuant to Section 6.2(c) of the Down-MACRO Holding Trust Agreement, the The Administrative Agent may, in its discretion, reject any Creation Order (i) if the Administrative Agent determines that the Creation Order is not in the required form, (ii) if the Trustee notifies the Administrative Agent that the Authorized Participant directing the Paired Issuance has not deposited sufficient funds with the Trustee, (iii) if the Depositor determines, based upon an opinion of counsel, that such Creation Order would have adverse tax or securities law consequences for either of the Paired Holding Trusts, the DownUp-MACRO Tradeable Trust or UpDown-MACRO Tradeable Trust, the Holders of the Paired Holding Shares or the Holders of the DownUp-MACRO Tradeable Shares or Down MACRO Tradeable Shares, (iv) the acceptance or fulfillment of which would, in the opinion of counsel to the Depositor acceptable to the Trustee, be unlawful, (v) if any such creation would cause the DownUp-MACRO Tradeable Trust to hold fifty percent or less of the Outstanding DownUp-MACRO Holding Shares Shares, (vi) if the UpDown-MACRO Holding Trustee notifies the Trustee that the Creation Order for additional UpDown-MACRO Holding Shares has been or will be rejected by it, it or by the Administrative Agent on behalf of the UpDown-MACRO Holding Trust, (vii) if circumstances outside the control of the Trustee, the Depositor or the Administrative Agent make it impractical or not feasible to process the Creation Order on the Issuance Order Date or on the Issuance Date, or (viiivii) if there are not sufficient Up-MACRO Tradeable Paired Holding Shares registered pursuant to the Securities Act to fulfill such Creation Order. None of the Trustee, the Depositor or the Administrative Agent shall be liable to any Person by reason of the rejection of any Creation Order. (d) A non-refundable transaction fee will be payable to the Down-MACRO Holding Trustee for its own account in connection with each Creation Order in the amount specified in Section 7 of the Participants Agreement Agreement. In the event that a Creation Order fails and the Trustee or the Administrative Agent has incurred expenses on behalf of the Up-MACRO Holding Trust in connection with each taking steps to effect a Paired Issuance pursuant thereto, and any reimbursement of such expenses cannot be obtained from the Authorized Participant who delivered the Creation Order, then such expenses shall be reimbursed to the Trustee and the Administrative Agent on the next Distribution Payment Date out of funds available in the Fee Payment Account or, if such funds are insufficient, by the Depositor.

Paired Issuances. (a) On any Price Determination Day that occurs after the Closing Date but prior to the Final Scheduled Termination Date or an Early Termination Date, the Down-MACRO Holding Trust shall issue additional Down-MACRO Holding Shares contemporaneously with the issuance of additional Up-MACRO Holding Shares in the form of MACRO Units (such an issuance, a "Paired Issuance") and, if applicable, concurrently exchange such MACRO Units to their related Tradeable Shares following the receipt of, and in accordance with, a Creation Order delivered by an Authorized Participant and forwarded to the Trustee by the Administrative Agent. Any Only Authorized Participants may direct Paired Issuances. Down-MACRO Holding Shares will be issued at the Per Share Underlying Value of the existing Down-MACRO Holding Shares on the Issuance Order Date on which the related Creation Order was delivered; provided that in the case of any Creation Order placed on a Distribution Date or on the Business Day succeeding a Distribution Date, the Authorized Participant who directs a Paired Issuance pursuant submitting the Creation Order will be required to Section 6.2 deliver, in addition to cash in the amount of the aggregate per share Underlying Value of the Down-MACRO Holding Trust Agreement shall be deemed (unless it has specifically directed that Paired Holding Shares be delivered being created, an amount equal to it) to direct the deposit of the Paired Holding Shares created in such Paired Issuance into the Down-MACRO Tradeable Trust and Up-MACRO Earned Income Accruals for each intervening day between the Issuance Order Date and the issuance in exchange therefor Issuance Date, calculated on the basis of Down-MACRO Tradeable Shares which shall be delivered to the Authorized Participant pursuant to and in accordance with Applicable Reference Price of Crude Oil on the procedures specified in the Participants AgreementIssuance Order Date. (b) Subject to the procedures and requirements specified in the Participants Agreement, a Paired Issuance may be made only upon the direction of one or more Authorized Participants delivered in the form of a Creation Order to the Administrative Agent on any day that is a Price Determination Day (such date, the "Issuance Order Date"), prior to the earlier of (i) half an hour before the end of trading in the Light Sweet Crude Oil Futures Contracts on NYMEX or half an hour before the end of trading in the futures contracts from which any Substitute Reference Oil Price is derived or at such time as may be specified for any other applicable Substitute Reference Oil Price and (ii) the unanticipated close of trading of the Light Sweet Crude Oil Futures Contracts or of the Substitute Reference Oil Price. Any Creation Order received by the Administrative Agent after the time specified in the foregoing sentence will automatically be cancelled. Subject to the requirements and limitations set forth herein, herein and in the Participants Agreement and in the Down-MACRO Holding Trust Agreement, the number of Down-MACRO Tradeable Holding Shares that the Down-MACRO Tradeable Holding Trust may issue as part of a Paired Issuance is unlimited. (c) Pursuant to Section 6.2(c) of the Down-MACRO Holding Trust Agreement, the The Administrative Agent may, in its discretion, reject any Creation Order (i) if the Administrative Agent determines that the Creation Order is not in the required form, (ii) if the Trustee notifies the Administrative Agent that the Authorized Participant directing the Paired Issuance has not deposited sufficient funds with the Trustee, (iii) if the Depositor determines, based upon an opinion of counsel, that such Creation Order would have adverse tax or securities law consequences for either of the Paired Holding Trusts, the Down-MACRO Tradeable Trust or Up-MACRO Tradeable Trust, the Holders of the Paired Holding Shares or the Holders of the Down-MACRO Tradeable Shares or Down MACRO Tradeable Shares, (iv) the acceptance or fulfillment of which would, in the opinion of counsel to the Depositor acceptable to the Trustee, be unlawful, (v) if any such creation would cause the Down-MACRO Tradeable Trust to hold fifty percent or less of the Outstanding Down-MACRO Holding Shares Shares, (vi) if the Up-MACRO Holding Trustee notifies the Trustee that the Creation Order for additional Up-MACRO Holding Shares has been or will be rejected by it, it or by the Administrative Agent on behalf of the Up-MACRO Holding Trust, (vii) if circumstances outside the control of the Trustee, the Depositor or the Administrative Agent make it impractical or not feasible to process the Creation Order on the Issuance Order Date or on the Issuance Date, or (viii) if there are not sufficient UpDown-MACRO Tradeable Paired Holding Shares registered pursuant to the Securities Act to fulfill such Creation Order. None of the Trustee, the Depositor or the Administrative Agent shall be liable to any Person by reason of the rejection of any Creation Order. (d) A non-refundable transaction fee will be payable to the Down-MACRO Holding Trustee for its own account in connection with each Creation Order in the amount specified in Section 7 of the Participants Agreement Agreement. In the event that a Creation Order fails and the Trustee or the Administrative Agent has incurred expenses on behalf of the Down-MACRO Holding Trust in connection with each taking steps to effect a Paired Issuance pursuant thereto, and any reimbursement of such expenses cannot be obtained from the Authorized Participant who delivered the Creation Order, then such expenses shall be reimbursed to the Trustee and the Administrative Agent on the next Distribution Payment Date out of funds available in the Fee Payment Account or, if such funds are insufficient, by the Depositor.

Paired Issuances. (a) On any Price Determination Day that occurs after the Closing Date but prior to the Final Scheduled Termination Date or an Early Termination Date, the Down-MACRO Holding Down Trust shall issue additional Down-MACRO Holding Shares Down MacroShares contemporaneously with the issuance of additional Up-MACRO Holding Shares Up MacroShares in the form of MACRO MacroShares Units (such an issuance, a "Paired Issuance") and, if applicable, concurrently exchange such MACRO Units to their related Tradeable Shares following the receipt of, and in accordance with, a Creation Order delivered by an Authorized Participant and forwarded to the Trustee by the Administrative Agent. Any Only Authorized Participant who directs a Participants may direct Paired Issuance pursuant to Section 6.2 Issuances. Down MacroShares will be issued at the Per Share Underlying Value of the Down-MACRO Holding Trust Agreement shall be deemed (unless it has specifically directed existing Down MacroShares on the Issuance Order Date on which the related Creation Order was delivered; provided that Paired Holding Shares be delivered to it) to direct in the deposit case of any Creation Order placed on a Distribution Date or on the Paired Holding Shares created in such Paired Issuance into the Down-MACRO Tradeable Trust and the issuance in exchange therefor of Down-MACRO Tradeable Shares which shall be delivered to Business Day succeeding a Distribution Date, the Authorized Participant pursuant submitting the Creation Order will be required to and deliver, in accordance with the procedures specified addition to cash in the Participants Agreementamount of the aggregate per share Underlying Value of the Down MacroShares being created, an amount equal to the Down and Up Earned Income Accruals for each intervening day between the Issuance Order Date and the Issuance Date, calculated on the basis of the Applicable Reference Price of Crude Oil on the Issuance Order Date. (b) Subject to the procedures and requirements specified in the Participants Agreement, a Paired Issuance may be made only upon the direction of one or more Authorized Participants delivered in the form of a Creation Order to the Administrative Agent on any day that is a Price Determination Day (such date, the "Issuance Order Date"), prior to the earlier of (i) half an hour before the end of trading in the Light Sweet Crude Oil Futures Contracts on NYMEX or half an hour before the end of trading in the futures contracts from which any Substitute Reference Oil Price is derived or at such time as may be specified for any other applicable Substitute Reference Oil Price and (ii) the unanticipated close of trading of the Light Sweet Crude Oil Futures Contracts or of the Substitute Reference Oil Price. Any Creation Order received by the Administrative Agent after the time specified in the foregoing sentence may be rejected at the option of the Administrative Agent on such Price Determination Day. If so rejected, such Creation Order may be resubmitted by the applicable Authorized Participant, if it so desires, on the next Price Determination Day at the Per Share Underlying Value as of the Creation Valuation Date that is related to the Issuance Date that follows such Business Day. Subject to the requirements and limitations set forth herein, herein and in the Participants Agreement and in the Down-MACRO Holding Trust Agreement, the number of Down-MACRO Tradeable Shares Up MacroShares that the Down-MACRO Tradeable Up Trust may issue as part of a Paired Issuance is unlimited. (c) Pursuant to Section 6.2(c) of the Down-MACRO Holding Trust Agreement, the The Administrative Agent mayshall have the right, in its discretionbut not any obligation, to reject any Creation Order (i) if for the Administrative Agent determines that the Creation Order is not reasons specified in the required form, (ii) if the Trustee notifies the Administrative Agent that the Authorized Participant directing the Paired Issuance has not deposited sufficient funds with the Trustee, (iii) if the Depositor determines, based upon an opinion of counsel, that such Creation Order would have adverse tax or securities law consequences for either of the Paired Holding Trusts, the Down-MACRO Tradeable Trust or Up-MACRO Tradeable Trust, the Holders of the Paired Holding Shares or the Holders of the Down-MACRO Tradeable Shares or Down MACRO Tradeable Shares, (iv) the acceptance or fulfillment of which would, in the opinion of counsel to the Depositor acceptable to the Trustee, be unlawful, (v) if any such creation would cause the Down-MACRO Tradeable Trust to hold fifty percent or less of the Outstanding Down-MACRO Holding Shares (vi) if the Up-MACRO Holding Trustee notifies the Trustee that the Creation Order for additional Up-MACRO Holding Shares has been or will be rejected by it, by the Administrative Agent on behalf of the Up-MACRO Holding Trust, (vii) if circumstances outside the control of the Trustee, the Depositor or the Administrative Agent make it impractical or not feasible to process the Creation Order on the Issuance Order Date or on the Issuance Date, or (viii) if there are not sufficient Up-MACRO Tradeable Shares registered pursuant to the Securities Act to fulfill such Creation OrderParticipants Agreement. None of the Trustee, the Depositor or the Administrative Agent shall be liable to any Person by reason for the Administrative Agent's rejection of a Creation Order pursuant to the provisions of the rejection of any Creation OrderParticipants Agreement. (d) A non-refundable transaction fee will be payable to the Down-MACRO Holding Trustee for its own account in connection with each Creation Order in the amount specified in Section 7 of the Participants Agreement Agreement. In the event that a Creation Order fails and the Trustee or the Administrative Agent has incurred expenses on behalf of the Down Trust in connection with each taking steps to effect a Paired Issuance pursuant thereto, and any reimbursement of such expenses cannot be obtained from the Authorized Participant who delivered the Creation Order, then such expenses shall be reimbursed to the Trustee and the Administrative Agent on the next Distribution Payment Date out of funds available in the Fee Payment Account or, if such funds are insufficient.

Paired Issuances. (a) On any Price Determination Day that occurs after the Closing Date but prior to the Final Scheduled Termination Date or an Early Termination Date, the Down-MACRO Holding Up Trust shall issue additional Down-MACRO Holding Shares Up MacroShares contemporaneously with the issuance of additional Up-MACRO Holding Shares Down MacroShares in the form of MACRO MacroShares Units (such an issuance, a "Paired Issuance") and, if applicable, concurrently exchange such MACRO Units to their related Tradeable Shares following the receipt of, and in accordance with, a Creation Order delivered by an Authorized Participant and forwarded to the Trustee by the Administrative Agent. Any Only Authorized Participant who directs a Participants may direct Paired Issuance pursuant to Section 6.2 Issuances. Up MacroShares will be issued at the Per Share Underlying Value of the Down-MACRO Holding Trust Agreement shall be deemed (unless it has specifically directed existing Up MacroShares on the Issuance Order Date on which the related Creation Order was delivered; provided that Paired Holding Shares be delivered to it) to direct in the deposit case of any Creation Order placed on a Distribution Date or on the Paired Holding Shares created in such Paired Issuance into the Down-MACRO Tradeable Trust and the issuance in exchange therefor of Down-MACRO Tradeable Shares which shall be delivered to Business Day succeeding a Distribution Date, the Authorized Participant pursuant submitting the Creation Order will be required to and deliver, in accordance with the procedures specified addition to cash in the Participants Agreementamount of the aggregate per share Underlying Value of the Up MacroShares being created, an amount equal to the Up and Down Earned Income Accruals for each intervening day between the Issuance Order Date and the Issuance Date, calculated on the basis of the Applicable Reference Price of Crude Oil on the Issuance Order Date. (b) Subject to the procedures and requirements specified in the Participants Agreement, a Paired Issuance may be made only upon the direction of one or more Authorized Participants delivered in the form of a Creation Order to the Administrative Agent on any day that is a Price Determination Day (such date, the "Issuance Order Date"), prior to the earlier of (i) half an hour before the end of trading in the Light Sweet Crude Oil Futures Contracts on NYMEX or half an hour before the end of trading in the futures contracts from which any Substitute Reference Oil Price is derived or at such time as may be specified for any other applicable Substitute Reference Oil Price and (ii) the unanticipated close of trading of the Light Sweet Crude Oil Futures Contracts or of the Substitute Reference Oil Price. Any Creation Order received by the Administrative Agent after the time specified in the foregoing sentence may be rejected at the option of the Administrative Agent on such Price Determination Day. If so rejected, such Creation Order may be resubmitted by the applicable Authorized Participant, if it so desires, on the next Price Determination Day at the Per Share Underlying Value as of the Creation Valuation Date that is related to the Issuance Date that follows such Business Day. Subject to the requirements and limitations set forth herein, herein and in the Participants Agreement and in the Down-MACRO Holding Trust Agreement, the number of Down-MACRO Tradeable Shares Up MacroShares that the Down-MACRO Tradeable Up Trust may issue as part of a Paired Issuance is unlimited. (c) Pursuant to Section 6.2(c) of the Down-MACRO Holding Trust Agreement, the The Administrative Agent mayshall have the right, in its discretionbut not any obligation, to reject any Creation Order (i) if for the Administrative Agent determines that the Creation Order is not reasons specified in the required form, (ii) if the Trustee notifies the Administrative Agent that the Authorized Participant directing the Paired Issuance has not deposited sufficient funds with the Trustee, (iii) if the Depositor determines, based upon an opinion of counsel, that such Creation Order would have adverse tax or securities law consequences for either of the Paired Holding Trusts, the Down-MACRO Tradeable Trust or Up-MACRO Tradeable Trust, the Holders of the Paired Holding Shares or the Holders of the Down-MACRO Tradeable Shares or Down MACRO Tradeable Shares, (iv) the acceptance or fulfillment of which would, in the opinion of counsel to the Depositor acceptable to the Trustee, be unlawful, (v) if any such creation would cause the Down-MACRO Tradeable Trust to hold fifty percent or less of the Outstanding Down-MACRO Holding Shares (vi) if the Up-MACRO Holding Trustee notifies the Trustee that the Creation Order for additional Up-MACRO Holding Shares has been or will be rejected by it, by the Administrative Agent on behalf of the Up-MACRO Holding Trust, (vii) if circumstances outside the control of the Trustee, the Depositor or the Administrative Agent make it impractical or not feasible to process the Creation Order on the Issuance Order Date or on the Issuance Date, or (viii) if there are not sufficient Up-MACRO Tradeable Shares registered pursuant to the Securities Act to fulfill such Creation OrderParticipants Agreement. None of the Trustee, the Depositor or the Administrative Agent shall be liable to any Person by reason for the Administrative Agent's rejection of a Creation Order pursuant to the provisions of the rejection of any Creation OrderParticipants Agreement. (d) A non-refundable transaction fee will be payable to the Down-MACRO Holding Trustee for its own account in connection with each Creation Order in the amount specified in Section 7 of the Participants Agreement Agreement. In the event that a Creation Order fails and the Trustee or the Administrative Agent has incurred expenses on behalf of the Up Trust in connection with each taking steps to effect a Paired Issuance pursuant thereto, and any reimbursement of such expenses cannot be obtained from the Authorized Participant who delivered the Creation Order, then such expenses shall be reimbursed to the Trustee and the Administrative Agent on the next Distribution Payment Date out of funds available in the Fee Payment Account or, if such funds are insufficient.

Paired Issuances. (a) On any Price Determination Day that occurs after the Closing Date but prior to the Final Scheduled Termination Date or an Early Termination Date, the Down-MACRO Holding Up Trust shall issue additional Down-MACRO Holding Shares Up MacroShares contemporaneously with the issuance of additional Up-MACRO Holding Shares Down MacroShares in the form of MACRO MacroShares Units (such an issuance, a "Paired Issuance") and, if applicable, concurrently exchange such MACRO Units to their related Tradeable Shares following the receipt of, and in accordance with, a Creation Order delivered by an Authorized Participant and forwarded to the Trustee by the Administrative Agent. Any Only Authorized Participant who directs a Participants may direct Paired Issuance pursuant to Section 6.2 Issuances. Up MacroShares will be issued at the Per Share Underlying Value of the Down-MACRO Holding Trust Agreement shall be deemed (unless it has specifically directed existing Up MacroShares on the Issuance Order Date on which the related Creation Order was delivered; provided that Paired Holding Shares be delivered to it) to direct in the deposit case of any Creation Order placed on a Distribution Date or on the Paired Holding Shares created in such Paired Issuance into the Down-MACRO Tradeable Trust and the issuance in exchange therefor of Down-MACRO Tradeable Shares which shall be delivered to Business Day succeeding a Distribution Date, the Authorized Participant pursuant submitting the Creation Order will be required to and deliver, in accordance with the procedures specified addition to cash in the Participants Agreementamount of the aggregate per share Underlying Value of the Up MacroShares being created, an amount equal to the Up and Down Earned Income Accruals for each intervening day between the Issuance Order Date and the Issuance Date, calculated on the basis of the Applicable Reference Price of Crude Oil on the Issuance Order Date. (b) Subject to the procedures and requirements specified in the Participants Agreement, a Paired Issuance may be made only upon the direction of one or more Authorized Participants delivered in the form of a Creation Order to the Administrative Agent on any day that is a Price Determination Day (such date, the "Issuance Order Date"), prior to the earlier of (i) half an hour before the end of trading in the Light Sweet Crude Oil Futures Contracts on NYMEX or half an hour before the end of trading in the futures contracts from which any Substitute Reference Oil Price is derived or at such time as may be specified for any other applicable Substitute Reference Oil Price and (ii) the unanticipated close of trading of the Light Sweet Crude Oil Futures Contracts or of the Substitute Reference Oil Price. Any Creation Order received by the Administrative Agent after the time specified in the foregoing sentence will be automatically rejected on such Price Determination Day, but may be resubmitted by the applicable Authorized Participant, if it so desires, on the next Price Determination Day at that day's Per Share Underlying Value. Subject to the requirements and limitations set forth herein, herein and in the Participants Agreement and in the Down-MACRO Holding Trust Agreement, the number of Down-MACRO Tradeable Shares Up MacroShares that the Down-MACRO Tradeable Up Trust may issue as part of a Paired Issuance is unlimited. (c) Pursuant to Section 6.2(c) of the Down-MACRO Holding Trust Agreement, the The Administrative Agent mayshall have the right, in its discretionbut not any obligation, to reject any Creation Order (i) if for the Administrative Agent determines that the Creation Order is not reasons specified in the required form, (ii) if the Trustee notifies the Administrative Agent that the Authorized Participant directing the Paired Issuance has not deposited sufficient funds with the Trustee, (iii) if the Depositor determines, based upon an opinion of counsel, that such Creation Order would have adverse tax or securities law consequences for either of the Paired Holding Trusts, the Down-MACRO Tradeable Trust or Up-MACRO Tradeable Trust, the Holders of the Paired Holding Shares or the Holders of the Down-MACRO Tradeable Shares or Down MACRO Tradeable Shares, (iv) the acceptance or fulfillment of which would, in the opinion of counsel to the Depositor acceptable to the Trustee, be unlawful, (v) if any such creation would cause the Down-MACRO Tradeable Trust to hold fifty percent or less of the Outstanding Down-MACRO Holding Shares (vi) if the Up-MACRO Holding Trustee notifies the Trustee that the Creation Order for additional Up-MACRO Holding Shares has been or will be rejected by it, by the Administrative Agent on behalf of the Up-MACRO Holding Trust, (vii) if circumstances outside the control of the Trustee, the Depositor or the Administrative Agent make it impractical or not feasible to process the Creation Order on the Issuance Order Date or on the Issuance Date, or (viii) if there are not sufficient Up-MACRO Tradeable Shares registered pursuant to the Securities Act to fulfill such Creation OrderParticipants Agreement. None of the Trustee, the Depositor or the Administrative Agent shall be liable to any Person by reason for the Administrative Agent's rejection of a Creation Order pursuant to the provisions of the rejection of any Creation OrderParticipants Agreement. (d) A non-refundable transaction fee will be payable to the Down-MACRO Holding Trustee for its own account in connection with each Creation Order in the amount specified in Section 7 of the Participants Agreement Agreement. In the event that a Creation Order fails and the Trustee or the Administrative Agent has incurred expenses on behalf of the Up Trust in connection with each taking steps to effect a Paired Issuance pursuant thereto, and any reimbursement of such expenses cannot be obtained from the Authorized Participant who delivered the Creation Order, then such expenses shall be reimbursed to the Trustee and the Administrative Agent on the next Distribution Payment Date out of funds available in the Fee Payment Account or, if such funds are insufficient, pursuant to Section 5.3 hereof.

Paired Issuances. (a) On any Price Determination Business Day that occurs after the Closing Date but prior to the Final Scheduled Termination Date or an Early Termination Date, the Down-MACRO Holding Down Trust shall issue additional Down-MACRO Holding Shares Down MacroShares contemporaneously with the issuance of additional Up-MACRO Holding Shares Up MacroShares in the form of MACRO MacroShares Units (such an issuance, a "Paired Issuance") and, if applicable, concurrently exchange such MACRO Units to their related Tradeable Shares following the receipt of, and in accordance with, a Creation Order delivered by an Authorized Participant and forwarded to the Trustee by the Administrative Agent. Any Only Authorized Participant who directs a Participants may direct Paired Issuance pursuant to Section 6.2 Issuances. Down MacroShares will be issued at the Per Share Underlying Value of the Down-MACRO Holding Trust Agreement shall be deemed (unless it has specifically directed that Paired Holding Shares be delivered to it) to direct existing Down MacroShares on the deposit of Issuance Valuation Date preceding the Paired Holding Shares created in such Paired relevant Issuance into the Down-MACRO Tradeable Trust and the issuance in exchange therefor of Down-MACRO Tradeable Shares which shall be delivered to the Authorized Participant pursuant to and in accordance with the procedures specified in the Participants AgreementDate. (b) Subject to the procedures and requirements specified in the Participants Agreements, a Paired Issuance may be made only upon the direction of one or more Authorized Participants delivered in the form of a Creation Order to the Administrative Agent on any day that is a Business Day (such date, the "Issuance Order Date") by 4:00 p.m. New York City Time. Any Creation Order not received by the Administrative Agent by or prior to the time specified in the foregoing sentence may be accepted or rejected by the Administrative Agent, acting at its sole discretion. If rejected, such Creation Order may be resubmitted by the applicable Authorized Participant, if it so desires, on any subsequent Business at the applicable Per Share Underlying Value as of the Issuance Valuation Date related to the relevant Issuance Date. Subject to the requirements and limitations set forth herein, herein and in the Participants Agreement and in the Down-MACRO Holding Trust AgreementAgreements, the number of Down-MACRO Tradeable Shares Down MacroShares that the Down-MACRO Tradeable Down Trust may issue as part of a Paired Issuance is unlimited. (c) Pursuant to Section 6.2(c) of the Down-MACRO Holding Trust Agreement, the The Administrative Agent mayshall have the right, in its discretionbut not any obligation, to reject any Creation Order (i) if for the Administrative Agent determines that the Creation Order is not reasons specified in the required form, (ii) if the Trustee notifies the Administrative Agent that the Authorized Participant directing the Paired Issuance has not deposited sufficient funds with the Trustee, (iii) if the Depositor determines, based upon an opinion of counsel, that such Creation Order would have adverse tax or securities law consequences for either of the Paired Holding Trusts, the Down-MACRO Tradeable Trust or Up-MACRO Tradeable Trust, the Holders of the Paired Holding Shares or the Holders of the Down-MACRO Tradeable Shares or Down MACRO Tradeable Shares, (iv) the acceptance or fulfillment of which would, in the opinion of counsel to the Depositor acceptable to the Trustee, be unlawful, (v) if any such creation would cause the Down-MACRO Tradeable Trust to hold fifty percent or less of the Outstanding Down-MACRO Holding Shares (vi) if the Up-MACRO Holding Trustee notifies the Trustee that the Creation Order for additional Up-MACRO Holding Shares has been or will be rejected by it, by the Administrative Agent on behalf of the Up-MACRO Holding Trust, (vii) if circumstances outside the control of the Trustee, the Depositor or the Administrative Agent make it impractical or not feasible to process the Creation Order on the Issuance Order Date or on the Issuance Date, or (viii) if there are not sufficient Up-MACRO Tradeable Shares registered pursuant to the Securities Act to fulfill such Creation OrderParticipants Agreements. None of the Trustee, the Depositor or the Administrative Agent shall be liable to any Person by reason for the Administrative Agent's rejection of a Creation Order pursuant to the provisions of the rejection of any Creation OrderParticipants Agreements. (d) A non-refundable transaction fee will be payable to the Down-MACRO Holding Trustee for its own account in connection with each Creation Order in the amount specified in Section 7 6 of the Participants Agreement Agreements. In the event that a Creation Order fails and the Trustee or the Administrative Agent has incurred expenses on behalf of the Down Trust in connection with each taking steps to effect a Paired Issuance pursuant thereto, and any reimbursement of such expenses cannot be obtained from the Authorized Participant who delivered the Creation Order, then such expenses shall be reimbursed to the Trustee and the Administrative Agent on the next Distribution Payment Date out of funds available in the Fee Payment Account or, if such funds are insufficient. (e) An IPO Incentive Fee shall be payable by Authorized Participants in connection with Creation Orders placed during the first six calendar months following the Closing Date. All IPO Incentive Fees collected in connection with Paired Issuances shall be deposited into the Distribution Account and shall be applied in accordance with the priority of payments specified in Section 5.2(a) on the next scheduled Distribution Date. No IPO Incentive Fees will be payable for Creation Orders placed after October 31, 2009.

Paired Issuances. (a) On any Price Determination Business Day that occurs after the Closing Date but prior to the Final Scheduled Termination Date or an Early Termination Date, the Down-MACRO Holding Up Trust shall issue additional Down-MACRO Holding Shares Up MacroShares contemporaneously with the issuance of additional Up-MACRO Holding Shares Down MacroShares in the form of MACRO MacroShares Units (such an issuance, a "Paired Issuance") and, if applicable, concurrently exchange such MACRO Units to their related Tradeable Shares following the receipt of, and in accordance with, a Creation Order delivered by an Authorized Participant and forwarded to the Trustee by the Administrative Agent. Any Only Authorized Participant who directs a Participants may direct Paired Issuance pursuant to Section 6.2 Issuances. Up MacroShares will be issued at the Per Share Underlying Value of the Down-MACRO Holding Trust Agreement shall be deemed (unless it has specifically directed that Paired Holding Shares be delivered to it) to direct existing Up MacroShares on the deposit of Issuance Valuation Date preceding the Paired Holding Shares created in such Paired relevant Issuance into the Down-MACRO Tradeable Trust and the issuance in exchange therefor of Down-MACRO Tradeable Shares which shall be delivered to the Authorized Participant pursuant to and in accordance with the procedures specified in the Participants AgreementDate. (b) Subject to the procedures and requirements specified in the Participants Agreements, a Paired Issuance may be made only upon the direction of one or more Authorized Participants delivered in the form of a Creation Order to the Administrative Agent on any day that is a Business Day (such date, the "Issuance Order Date") by 4:00 p.m. New York City Time. Any Creation Order not received by the Administrative Agent by or prior to the time specified in the foregoing sentence may be accepted or rejected by the Administrative Agent, acting at its sole discretion. If rejected, such Creation Order may be resubmitted by the applicable Authorized Participant, if it so desires, on any subsequent Business Day at the applicable Per Share Underlying Value as of the Issuance Valuation Date related to the relevant Issuance Date. Subject to the requirements and limitations set forth herein, herein and in the Participants Agreement and in the Down-MACRO Holding Trust AgreementAgreements, the number of Down-MACRO Tradeable Shares Up MacroShares that the Down-MACRO Tradeable Up Trust may issue as part of a Paired Issuance is unlimited. (c) Pursuant to Section 6.2(c) of the Down-MACRO Holding Trust Agreement, the The Administrative Agent mayshall have the right, in its discretionbut not any obligation, to reject any Creation Order (i) if for the Administrative Agent determines that the Creation Order is not reasons specified in the required form, (ii) if the Trustee notifies the Administrative Agent that the Authorized Participant directing the Paired Issuance has not deposited sufficient funds with the Trustee, (iii) if the Depositor determines, based upon an opinion of counsel, that such Creation Order would have adverse tax or securities law consequences for either of the Paired Holding Trusts, the Down-MACRO Tradeable Trust or Up-MACRO Tradeable Trust, the Holders of the Paired Holding Shares or the Holders of the Down-MACRO Tradeable Shares or Down MACRO Tradeable Shares, (iv) the acceptance or fulfillment of which would, in the opinion of counsel to the Depositor acceptable to the Trustee, be unlawful, (v) if any such creation would cause the Down-MACRO Tradeable Trust to hold fifty percent or less of the Outstanding Down-MACRO Holding Shares (vi) if the Up-MACRO Holding Trustee notifies the Trustee that the Creation Order for additional Up-MACRO Holding Shares has been or will be rejected by it, by the Administrative Agent on behalf of the Up-MACRO Holding Trust, (vii) if circumstances outside the control of the Trustee, the Depositor or the Administrative Agent make it impractical or not feasible to process the Creation Order on the Issuance Order Date or on the Issuance Date, or (viii) if there are not sufficient Up-MACRO Tradeable Shares registered pursuant to the Securities Act to fulfill such Creation OrderParticipants Agreements. None of the Trustee, the Depositor or the Administrative Agent shall be liable to any Person by reason for the Administrative Agent's rejection of a Creation Order pursuant to the provisions of the rejection of any Creation OrderParticipants Agreements. (d) A non-refundable transaction fee will be payable to the Down-MACRO Holding Trustee for its own account in connection with each Creation Order in the amount specified in Section 7 6 of the Participants Agreement Agreements. In the event that a Creation Order fails and the Trustee or the Administrative Agent has incurred expenses on behalf of the Up Trust in connection with each taking steps to effect a Paired Issuance pursuant thereto, and any reimbursement of such expenses cannot be obtained from the Authorized Participant who delivered the Creation Order, then such expenses shall be reimbursed to the Trustee and the Administrative Agent on the next Distribution Payment Date out of funds available in the Fee Payment Account or, if such funds are insufficient. (e) A Launch Cost Recovery Fee shall be payable by Authorized Participants in connection with Creation Orders placed at any time following the Closing Date until either (i) an amount equal to $992,474 has been reimbursed by the Up Trust and an amount equal to $1.057,526 has been reimbursed by the Down Trust, in each case, to MacroMarkets LLC and Macro Financial, LLC, or (ii) such Launch Cost Recovery Fee has been eliminated by Macro Financial, LLC, acting in its sole discretion.

Paired Issuances. (a) On any Price Determination Day that occurs after the Closing Date but prior to the Final Scheduled Termination Date or an Early Termination Date, the Down-MACRO Holding Down Trust shall issue additional Down-MACRO Holding Shares Down MacroShares contemporaneously with the issuance of additional Up-MACRO Holding Shares Up MacroShares in the form of MACRO MacroShares Units (such an issuance, a "Paired Issuance") and, if applicable, concurrently exchange such MACRO Units to their related Tradeable Shares following the receipt of, and in accordance with, a Creation Order delivered by an Authorized Participant and forwarded to the Trustee by the Administrative Agent. Any Only Authorized Participant who directs a Participants may direct Paired Issuance pursuant to Section 6.2 Issuances. Down MacroShares will be issued at the Per Share Underlying Value of the Down-MACRO Holding Trust Agreement shall be deemed (unless it has specifically directed existing Down MacroShares on the Issuance Order Date on which the related Creation Order was delivered; provided that Paired Holding Shares be delivered to it) to direct in the deposit case of any Creation Order placed on a Distribution Date or on the Paired Holding Shares created in such Paired Issuance into the Down-MACRO Tradeable Trust and the issuance in exchange therefor of Down-MACRO Tradeable Shares which shall be delivered to Business Day succeeding a Distribution Date, the Authorized Participant pursuant submitting the Creation Order will be required to and deliver, in accordance with the procedures specified addition to cash in the Participants Agreementamount of the aggregate per share Underlying Value of the Down MacroShares being created, an amount equal to the Down and Up Earned Income Accruals for each intervening day between the Issuance Order Date and the Issuance Date, calculated on the basis of the Applicable Reference Price of Crude Oil on the Issuance Order Date. (b) Subject to the procedures and requirements specified in the Participants Agreement, a Paired Issuance may be made only upon the direction of one or more Authorized Participants delivered in the form of a Creation Order to the Administrative Agent on any day that is a Price Determination Day (such date, the "Issuance Order Date"), prior to the earlier of (i) half an hour before the end of trading in the Light Sweet Crude Oil Futures Contracts on NYMEX or half an hour before the end of trading in the futures contracts from which any Substitute Reference Oil Price is derived or at such time as may be specified for any other applicable Substitute Reference Oil Price and (ii) the unanticipated close of trading of the Light Sweet Crude Oil Futures Contracts or of the Substitute Reference Oil Price. Any Creation Order received by the Administrative Agent after the time specified in the foregoing sentence will be automatically rejected and may be resubmitted by the applicable Authorized Participant, if it so desires, on the next Price Determination Day at that day's Per Share Underlying Value. Subject to the requirements and limitations set forth herein, herein and in the Participants Agreement and in the Down-MACRO Holding Trust Agreement, the number of Down-MACRO Tradeable Shares Down MacroShares that the Down-MACRO Tradeable Down Trust may issue as part of a Paired Issuance is unlimited. (c) Pursuant to Section 6.2(c) of the Down-MACRO Holding Trust Agreement, the The Administrative Agent mayshall have the right, in its discretionbut not any obligation, to reject any Creation Order (i) if for the Administrative Agent determines that the Creation Order is not reasons specified in the required form, (ii) if the Trustee notifies the Administrative Agent that the Authorized Participant directing the Paired Issuance has not deposited sufficient funds with the Trustee, (iii) if the Depositor determines, based upon an opinion of counsel, that such Creation Order would have adverse tax or securities law consequences for either of the Paired Holding Trusts, the Down-MACRO Tradeable Trust or Up-MACRO Tradeable Trust, the Holders of the Paired Holding Shares or the Holders of the Down-MACRO Tradeable Shares or Down MACRO Tradeable Shares, (iv) the acceptance or fulfillment of which would, in the opinion of counsel to the Depositor acceptable to the Trustee, be unlawful, (v) if any such creation would cause the Down-MACRO Tradeable Trust to hold fifty percent or less of the Outstanding Down-MACRO Holding Shares (vi) if the Up-MACRO Holding Trustee notifies the Trustee that the Creation Order for additional Up-MACRO Holding Shares has been or will be rejected by it, by the Administrative Agent on behalf of the Up-MACRO Holding Trust, (vii) if circumstances outside the control of the Trustee, the Depositor or the Administrative Agent make it impractical or not feasible to process the Creation Order on the Issuance Order Date or on the Issuance Date, or (viii) if there are not sufficient Up-MACRO Tradeable Shares registered pursuant to the Securities Act to fulfill such Creation OrderParticipants Agreement. None of the Trustee, the Depositor or the Administrative Agent shall be liable to any Person by reason for the Administrative Agent's rejection of a Creation Order pursuant to the provisions of the rejection of any Creation OrderParticipants Agreement. (d) A non-refundable transaction fee will be payable to the Down-MACRO Holding Trustee for its own account in connection with each Creation Order in the amount specified in Section 7 of the Participants Agreement Agreement. In the event that a Creation Order fails and the Trustee or the Administrative Agent has incurred expenses on behalf of the Down Trust in connection with each taking steps to effect a Paired Issuance pursuant thereto, and any reimbursement of such expenses cannot be obtained from the Authorized Participant who delivered the Creation Order, then such expenses shall be reimbursed to the Trustee and the Administrative Agent on the next Distribution Payment Date out of funds available in the Fee Payment Account or, if such funds are insufficient, pursuant to Section 5.3 hereof.

Paired Issuances. (a) On any Price Determination Day that occurs after the Closing Date but prior to the Final Scheduled Termination Date or an Early Termination Date, the Down-MACRO Holding Up Trust shall issue additional Down-MACRO Holding Shares Up MacroShares contemporaneously with the issuance of additional Up-MACRO Holding Shares Down MacroShares in the form of MACRO MacroShares Units (such an issuance, a "Paired Issuance") and, if applicable, concurrently exchange such MACRO Units to their related Tradeable Shares following the receipt of, and in accordance with, a Creation Order delivered by an Authorized Participant and forwarded to the Trustee by the Administrative Agent. Any Only Authorized Participant who directs a Participants may direct Paired Issuance pursuant to Section 6.2 Issuances. Up MacroShares will be issued at the Per Share Underlying Value of the Down-MACRO Holding Trust Agreement shall be deemed (unless it has specifically directed existing Up MacroShares on the Issuance Order Date on which the related Creation Order was delivered; provided that Paired Holding Shares be delivered to it) to direct in the deposit case of any Creation Order placed on a Distribution Date or on the Paired Holding Shares created in such Paired Issuance into the Down-MACRO Tradeable Trust and the issuance in exchange therefor of Down-MACRO Tradeable Shares which shall be delivered to Business Day succeeding a Distribution Date, the Authorized Participant pursuant submitting the Creation Order will be required to and deliver, in accordance with the procedures specified addition to cash in the Participants Agreementamount of the aggregate per share Underlying Value of the Up MacroShares being created, an amount equal to the Up and Down Earned Income Accruals for each intervening day between the Issuance Order Date and the Issuance Date, calculated on the basis of the Applicable Reference Price of Crude Oil on the Issuance Order Date. (b) Subject to the procedures and requirements specified in the Participants Agreement, a Paired Issuance may be made only upon the direction of one or more Authorized Participants delivered in the form of a Creation Order to the Administrative Agent on any day that is a Price Determination Day (such date, the "Issuance Order Date"), prior to the earlier of (i) half an hour before the end of trading in the Light Sweet Crude Oil Futures Contracts on NYMEX or half an hour before the end of trading in the futures contracts from which any Substitute Reference Oil Price is derived or at such time as may be specified for any other applicable Substitute Reference Oil Price and (ii) the unanticipated close of trading of the Light Sweet Crude Oil Futures Contracts or of the Substitute Reference Oil Price. Any Creation Order received by the Administrative Agent after the time specified in the foregoing sentence will automatically be cancelled and may be resubmitted by the applicable Authorized Participant, if it so desires, on the next Price Determination Day at that day's Per Share Underlying Value. Subject to the requirements and limitations set forth herein, herein and in the Participants Agreement and in the Down-MACRO Holding Trust Agreement, the number of Down-MACRO Tradeable Shares Up MacroShares that the Down-MACRO Tradeable Up Trust may issue as part of a Paired Issuance is unlimited. (c) Pursuant to Section 6.2(c) of the Down-MACRO Holding Trust Agreement, the The Administrative Agent mayand the Depositor shall each have the absolute right, in its discretionbut 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 Trustee notifies the Administrative Agent determines that the Authorized Participant directing the Paired Issuance has not or Authorized Participants have deposited sufficient funds an insufficient amount of money with the Trustee, (iii) if the Depositor determineshas determined, based upon an opinion of counsel, and advised the Trustee and the Administrative Agent that such Creation Order would have adverse tax or securities law laws consequences for either one or more of the Paired Holding Trusts, the Down-MACRO Tradeable Trust Trusts or Up-MACRO Tradeable Trust, the Holders any of the Paired Holding Shares or the Holders holders of the Down-MACRO Tradeable Shares or Down MACRO Tradeable SharesMacroShares, (iv) if the acceptance or fulfillment of which the Creation Order would, in the opinion of counsel to the Depositor acceptable to the TrusteeDepositor, be unlawful, or (v) if any such creation would cause the Down-MACRO Tradeable Trust to hold fifty percent or less of the Outstanding Down-MACRO Holding Shares (vi) if the Up-MACRO Holding Trustee notifies the Trustee that the Creation Order for additional Up-MACRO Holding Shares has been or will be rejected by it, by the Administrative Agent on behalf of the Up-MACRO Holding Trust, (vii) if circumstances outside the control of the Trustee, the Depositor or the Administrative Agent make it impractical or not feasible to process the Creation Order on the Issuance Creation Order Date or on the Issuance related Creation Date, or (viii) if there are not sufficient Up-MACRO Tradeable Shares registered pursuant to the Securities Act to fulfill such Creation Order. None of the Trustee, the Depositor or the Administrative Agent shall be liable to any Person by reason of the rejection of any Creation Order. (d) A non-refundable transaction fee will be payable to the Down-MACRO Holding Trustee for its own account in connection with each Creation Order in the amount specified in Section 7 of the Participants Agreement Agreement. In the event that a Creation Order fails and the Trustee or the Administrative Agent has incurred expenses on behalf of the Up Trust in connection with each taking steps to effect a Paired Issuance pursuant thereto, and any reimbursement of such expenses cannot be obtained from the Authorized Participant who delivered the Creation Order, then such expenses shall be reimbursed to the Trustee and the Administrative Agent on the next Distribution Payment Date out of funds available in the Fee Payment Account or, if such funds are insufficient, pursuant to Section 5.3 hereof. (e) Authorized Participants who deliver a Creation Order prior to September 30, 2008 will be required to pay an additional creation fee (the "Early Creation Fee") equal to [1%] of the Aggregate Par Amount of the Paired Shares being created.

Paired Issuances. (a) On any Price Determination Business Day that occurs after the Closing Date but prior to the Final Scheduled Termination Date or an Early Termination Date, the Down-MACRO Holding Up Trust shall issue additional Down-MACRO Holding Shares Up MacroShares contemporaneously with the issuance of additional Up-MACRO Holding Shares Down MacroShares in the form of MACRO MacroShares Units (such an issuance, a "Paired Issuance") and, if applicable, concurrently exchange such MACRO Units to their related Tradeable Shares following the receipt of, and in accordance with, a Creation Order delivered by an Authorized Participant and forwarded to the Trustee by the Administrative Agent. Any Only Authorized Participant who directs a Participants may direct Paired Issuance pursuant to Section 6.2 Issuances. Up MacroShares will be issued at the Per Share Underlying Value of the Down-MACRO Holding Trust Agreement shall be deemed (unless it has specifically directed that Paired Holding Shares be delivered to it) to direct existing Up MacroShares on the deposit of Issuance Valuation Date preceding the Paired Holding Shares created in such Paired relevant Issuance into the Down-MACRO Tradeable Trust and the issuance in exchange therefor of Down-MACRO Tradeable Shares which shall be delivered to the Authorized Participant pursuant to and in accordance with the procedures specified in the Participants AgreementDate. (b) Subject to the procedures and requirements specified in the Participants Agreements, a Paired Issuance may be made only upon the direction of one or more Authorized Participants delivered in the form of a Creation Order to the Administrative Agent on any day that is a Business Day (such date, the "Issuance Order Date") by 4:00 p.m. New York City Time. Any Creation Order not received by the Administrative Agent by or prior to the time specified in the foregoing sentence may be accepted or rejected by the Administrative Agent, acting at its sole discretion. If rejected, such Creation Order may be resubmitted by the applicable Authorized Participant, if it so desires, on any subsequent Business at the applicable Per Share Underlying Value as of the Issuance Valuation Date related to the relevant Issuance Date. Subject to the requirements and limitations set forth herein, herein and in the Participants Agreement and in the Down-MACRO Holding Trust AgreementAgreements, the number of Down-MACRO Tradeable Shares Up MacroShares that the Down-MACRO Tradeable Up Trust may issue as part of a Paired Issuance is unlimited. (c) Pursuant to Section 6.2(c) of the Down-MACRO Holding Trust Agreement, the The Administrative Agent mayshall have the right, in its discretionbut not any obligation, to reject any Creation Order (i) if for the Administrative Agent determines that the Creation Order is not reasons specified in the required form, (ii) if the Trustee notifies the Administrative Agent that the Authorized Participant directing the Paired Issuance has not deposited sufficient funds with the Trustee, (iii) if the Depositor determines, based upon an opinion of counsel, that such Creation Order would have adverse tax or securities law consequences for either of the Paired Holding Trusts, the Down-MACRO Tradeable Trust or Up-MACRO Tradeable Trust, the Holders of the Paired Holding Shares or the Holders of the Down-MACRO Tradeable Shares or Down MACRO Tradeable Shares, (iv) the acceptance or fulfillment of which would, in the opinion of counsel to the Depositor acceptable to the Trustee, be unlawful, (v) if any such creation would cause the Down-MACRO Tradeable Trust to hold fifty percent or less of the Outstanding Down-MACRO Holding Shares (vi) if the Up-MACRO Holding Trustee notifies the Trustee that the Creation Order for additional Up-MACRO Holding Shares has been or will be rejected by it, by the Administrative Agent on behalf of the Up-MACRO Holding Trust, (vii) if circumstances outside the control of the Trustee, the Depositor or the Administrative Agent make it impractical or not feasible to process the Creation Order on the Issuance Order Date or on the Issuance Date, or (viii) if there are not sufficient Up-MACRO Tradeable Shares registered pursuant to the Securities Act to fulfill such Creation OrderParticipants Agreements. None of the Trustee, the Depositor or the Administrative Agent shall be liable to any Person by reason for the Administrative Agent's rejection of a Creation Order pursuant to the provisions of the rejection of any Creation OrderParticipants Agreements. (d) A non-refundable transaction fee will be payable to the Down-MACRO Holding Trustee for its own account in connection with each Creation Order in the amount specified in Section 7 of the Participants Agreement Agreements. In the event that a Creation Order fails and the Trustee or the Administrative Agent has incurred expenses on behalf of the Up Trust in connection with each taking steps to effect a Paired Issuance pursuant thereto, and any reimbursement of such expenses cannot be obtained from the Authorized Participant who delivered the Creation Order, then such expenses shall be reimbursed to the Trustee and the Administrative Agent on the next Distribution Payment Date out of funds available in the Fee Payment Account or, if such funds are insufficient.

Paired Issuances. (a) On any Price Determination Business Day that occurs after the Closing Date but prior to the Final Scheduled Termination Date or an Early Termination Date, the Down-MACRO Holding Up Trust shall issue additional Down-MACRO Holding Shares Up MacroShares contemporaneously with the issuance of additional Up-MACRO Holding Shares Down MacroShares in the form of MACRO Macro Units (such an issuance, a "Paired Issuance") and, if applicable, concurrently exchange such MACRO Units to their related Tradeable Shares following the receipt of, and in accordance with, a Creation Order delivered by an Authorized Participant and forwarded to the Trustee by the Administrative Agent. Any Only Authorized Participant who directs a Participants may direct Paired Issuance pursuant to Section 6.2 Issuances. Up MacroShares will be issued at the Per Share Underlying Value of the Down-MACRO Holding Trust Agreement shall be deemed (unless it has specifically directed existing Up MacroShares on the Issuance Order Date on which the related Creation Order was delivered; provided that Paired Holding Shares be delivered to it) to direct in the deposit case of any Creation Order placed on a Distribution Date or on the Paired Holding Shares created in such Paired Issuance into the Down-MACRO Tradeable Trust and the issuance in exchange therefor of Down-MACRO Tradeable Shares which shall be delivered to Business Day succeeding a Distribution Date, the Authorized Participant pursuant submitting the Creation Order will be required to and deliver, in accordance with the procedures specified addition to cash in the Participants Agreementamount of the aggregate per share Underlying Value of the Up MacroShares being created, an amount equal to the Up-MACRO and Down Earned Income Accruals for each intervening day between the Issuance Order Date and the Issuance Date, calculated on the basis of the Applicable Reference Value of Medical Inflation on the Issuance Order Date. (b) Subject to the procedures and requirements specified in the Participants Agreement, a Paired Issuance may be made only upon the direction of one or more Authorized Participants delivered in the form of a Creation Order to the Administrative Agent on any day that is a Business Day (such date, the "Issuance Order Date") by 4:00 p.m. New York City Time. Any Creation Order received by the Administrative Agent after the time specified in the foregoing sentence will automatically be cancelled. Subject to the requirements and limitations set forth herein, herein and in the Participants Agreement and in the Down-MACRO Holding Trust Agreement, the number of Down-MACRO Tradeable Shares Up MacroShares that the Down-MACRO Tradeable Up Trust may issue as part of a Paired Issuance is unlimited. (c) Pursuant to Section 6.2(c) of the Down-MACRO Holding Trust Agreement, the The Administrative Agent may, in its discretion, reject any Creation Order (i) if the Administrative Agent determines that the Creation Order is not in the required form, (ii) if the Trustee notifies the Administrative Agent that the Authorized Participant directing the Paired Issuance has not deposited sufficient funds with the Trustee, (iii) if the Depositor determines, based upon an opinion of counsel, that such Creation Order would have adverse tax or securities law consequences for either of the Paired Holding Trusts, the Down-MACRO Tradeable Trust or Up-MACRO Tradeable Trust, the Holders of the Paired Holding Shares or the Holders of the Down-MACRO Tradeable Shares or Down MACRO Tradeable Shares, (iv) the acceptance or fulfillment of which would, in the opinion of counsel to the Depositor acceptable to the Trustee, be unlawful, (v) if any such creation would cause the Down-MACRO Tradeable Trust to hold fifty percent or less of the Outstanding Down-MACRO Holding Shares (vi) if the Up-MACRO Holding Down Trustee notifies the Trustee that the Creation Order for additional Up-MACRO Holding Shares Down MacroShares has been or will be rejected by it, it or by the Administrative Agent on behalf of the Up-MACRO Holding Down Trust, (viivi) if circumstances outside the control of the Trustee, the Depositor or the Administrative Agent make it impractical or not feasible to process the Creation Order on the Issuance Order Date or on the Issuance Date, or (viiivii) if there are not sufficient Up-MACRO Tradeable Paired Shares registered pursuant to the Securities Act to fulfill such Creation Order. None of the Trustee, the Depositor or the Administrative Agent shall be liable to any Person by reason of the rejection of any Creation Order. (d) A non-refundable transaction fee will be payable to the Down-MACRO Holding Trustee for its own account in connection with each Creation Order in the amount specified in Section 7 of the Participants Agreement Agreement. In the event that a Creation Order fails and the Trustee or the Administrative Agent has incurred expenses on behalf of the Up Trust in connection with each taking steps to effect a Paired Issuance pursuant thereto, and any reimbursement of such expenses cannot be obtained from the Authorized Participant who delivered the Creation Order, then such expenses shall be reimbursed to the Trustee and the Administrative Agent on the next Distribution Payment Date out of funds available in the Fee Payment Account. (e) Any Creation Order submitted prior to [July 1, 2008] will incur an additional creation fee (the "Additional Creation Fee") equal to [3]% of the Aggregate Par Amount of the Paired Shares being created.

Paired Issuances. (a) On any Price Determination Business Day that occurs after the Closing Date but prior to the Final Scheduled Termination Date or an Early Termination Date, the Down-MACRO Holding Down Trust shall issue additional Down-MACRO Holding Shares Down MacroShares contemporaneously with the issuance of additional Up-MACRO Holding Shares Up MacroShares in the form of MACRO MacroShares Units (such an issuance, a "Paired Issuance") and, if applicable, concurrently exchange such MACRO Units to their related Tradeable Shares following the receipt of, and in accordance with, a Creation Order delivered by an Authorized Participant and forwarded to the Trustee by the Administrative Agent. Any Only Authorized Participant who directs a Participants may direct Paired Issuance pursuant to Section 6.2 Issuances. Down MacroShares will be issued at the Per Share Underlying Value of the Down-MACRO Holding Trust Agreement shall be deemed (unless it has specifically directed that Paired Holding Shares be delivered to it) to direct existing Down MacroShares on the deposit of Issuance Valuation Date preceding the Paired Holding Shares created in such Paired relevant Issuance into the Down-MACRO Tradeable Trust and the issuance in exchange therefor of Down-MACRO Tradeable Shares which shall be delivered to the Authorized Participant pursuant to and in accordance with the procedures specified in the Participants AgreementDate. (b) Subject to the procedures and requirements specified in the Participants Agreements, a Paired Issuance may be made only upon the direction of one or more Authorized Participants delivered in the form of a Creation Order to the Administrative Agent on any day that is a Business Day (such date, the "Issuance Order Date") by 4:00 p.m. New York City Time. Any Creation Order not received by the Administrative Agent by or prior to the time specified in the foregoing sentence may be accepted or rejected by the Administrative Agent, acting at its sole discretion. If rejected, such Creation Order may be resubmitted by the applicable Authorized Participant, if it so desires, on any subsequent Business Day at the applicable Per Share Underlying Value as of the Issuance Valuation Date related to the relevant Issuance Date. Subject to the requirements and limitations set forth herein, herein and in the Participants Agreement and in the Down-MACRO Holding Trust AgreementAgreements, the number of Down-MACRO Tradeable Shares Down MacroShares that the Down-MACRO Tradeable Down Trust may issue as part of a Paired Issuance is unlimited. (c) Pursuant to Section 6.2(c) of the Down-MACRO Holding Trust Agreement, the The Administrative Agent mayshall have the right, in its discretionbut not any obligation, to reject any Creation Order (i) if for the Administrative Agent determines that the Creation Order is not reasons specified in the required form, (ii) if the Trustee notifies the Administrative Agent that the Authorized Participant directing the Paired Issuance has not deposited sufficient funds with the Trustee, (iii) if the Depositor determines, based upon an opinion of counsel, that such Creation Order would have adverse tax or securities law consequences for either of the Paired Holding Trusts, the Down-MACRO Tradeable Trust or Up-MACRO Tradeable Trust, the Holders of the Paired Holding Shares or the Holders of the Down-MACRO Tradeable Shares or Down MACRO Tradeable Shares, (iv) the acceptance or fulfillment of which would, in the opinion of counsel to the Depositor acceptable to the Trustee, be unlawful, (v) if any such creation would cause the Down-MACRO Tradeable Trust to hold fifty percent or less of the Outstanding Down-MACRO Holding Shares (vi) if the Up-MACRO Holding Trustee notifies the Trustee that the Creation Order for additional Up-MACRO Holding Shares has been or will be rejected by it, by the Administrative Agent on behalf of the Up-MACRO Holding Trust, (vii) if circumstances outside the control of the Trustee, the Depositor or the Administrative Agent make it impractical or not feasible to process the Creation Order on the Issuance Order Date or on the Issuance Date, or (viii) if there are not sufficient Up-MACRO Tradeable Shares registered pursuant to the Securities Act to fulfill such Creation OrderParticipants Agreements. None of the Trustee, the Depositor or the Administrative Agent shall be liable to any Person by reason for the Administrative Agent's rejection of a Creation Order pursuant to the provisions of the rejection of any Creation OrderParticipants Agreements. (d) A non-refundable transaction fee will be payable to the Down-MACRO Holding Trustee for its own account in connection with each Creation Order in the amount specified in Section 7 6 of the Participants Agreement Agreements. In the event that a Creation Order fails and the Trustee or the Administrative Agent has incurred expenses on behalf of the Down Trust in connection with each taking steps to effect a Paired Issuance pursuant thereto, and any reimbursement of such expenses cannot be obtained from the Authorized Participant who delivered the Creation Order, then such expenses shall be reimbursed to the Trustee and the Administrative Agent on the next Distribution Payment Date out of funds available in the Fee Payment Account or, if such funds are insufficient. (e) A Launch Cost Recovery Fee shall be payable by Authorized Participants in connection with Creation Orders placed at any time following the Closing Date until either (i) an amount equal to $992,474 has been reimbursed by the Up Trust and an amount equal to $1.057,526 has been reimbursed by the Down Trust, in each case, to MacroMarkets LLC and Macro Financial, LLC, or (ii) such Launch Cost Recovery Fee has been eliminated by Macro Financial, LLC, acting in its sole discretion.

Paired Issuances. (a) On any Price Determination Day that occurs after the Closing Date but prior to the Final Scheduled Termination Date or an Early Termination Date, the DownUp-MACRO Holding Trust shall issue additional DownUp-MACRO Holding Shares contemporaneously with the issuance of additional UpDown-MACRO Holding Shares in the form of MACRO Units (such an issuance, a "Paired Issuance") and, if applicable, concurrently exchange such MACRO Units to their related Tradeable Shares following the receipt of, and in accordance with, a Creation Order delivered by an Authorized Participant and forwarded to the Trustee by the Administrative Agent. Any Only Authorized Participant who directs a Participants may direct Paired Issuance pursuant to Section 6.2 Issuances. Up-MACRO Holding Shares will be issued at the Per Share Underlying Value of the existing Up-MACRO Holding Shares on the Issuance Order Date on which the related Creation Order was delivered; provided that in the case of any Creation Order placed on a Distribution Date or on the Business Day succeeding a Distribution Date, the Up-MACRO and Down-MACRO Holding Trust Agreement shall be deemed (unless it has specifically directed that Paired Holding Shares be delivered to it) to direct Earned Income Accruals for each intervening day between the deposit Issuance Order Date and the Issuance Date, calculated on the basis of the Paired Holding Shares created in such Paired Applicable Reference Price of Crude Oil on the Issuance into the Down-MACRO Tradeable Trust and the issuance in exchange therefor of Down-MACRO Tradeable Shares which shall be delivered to the Authorized Participant pursuant to and in accordance with the procedures specified in the Participants AgreementOrder Date. (b) Subject to the procedures and requirements specified in the Participants Agreement, a Paired Issuance may be made only upon the direction of one or more Authorized Participants delivered in the form of a Creation Order to the Administrative Agent on any day that is a Price Determination Day (such date, the "Issuance Order Date"), prior to the earlier of (i) 2:00 p.m. New York City Time, (ii) half an hour before the end of trading in the Light Sweet Crude Oil Futures Contracts on NYMEX or half an hour before the end of trading in the futures contracts from which any Substitute Reference Oil Price is derived or at such time as may be specified for any other applicable Substitute Reference Oil Price or (iii) the unanticipated close of trading of the Light Sweet Crude Oil Futures Contracts or of the Substitute Reference Oil Price. Subject to the requirements and limitations set forth herein, herein and in the Participants Agreement and in the Down-MACRO Holding Trust Agreement, the number of DownUp-MACRO Tradeable Holding Shares that the DownUp-MACRO Tradeable Holding Trust may issue as part of a Paired Issuance is unlimited. (c) Pursuant to Section 6.2(c) of the Down-MACRO Holding Trust Agreement, the The Administrative Agent may, in its discretion, shall reject any Creation Order (i) if the Administrative Agent determines that the Creation Order is not in the required form, (ii) if the Trustee notifies the Administrative Agent that the Authorized Participant directing the Paired Issuance has not deposited sufficient funds with the Trustee, (iii) if the Depositor determines, based upon an opinion of counsel, that such Creation Order would have adverse tax or securities law consequences for either of the Paired Holding Trusts, the DownUp-MACRO Tradeable Trust or UpDown-MACRO Tradeable Trust, the Holders of the Paired Holding Shares or the Holders of the DownUp-MACRO Tradeable Shares or Down MACRO Tradeable Shares, (iv) the acceptance or fulfillment of which would, in the opinion of counsel to the Depositor acceptable to the Trustee, be unlawful, (v) if any such creation would cause the DownUp-MACRO Tradeable Trust to hold fifty percent or less of the Outstanding DownUp-MACRO Holding Shares (vi) if the UpDown-MACRO Holding Trustee notifies the Trustee that the Creation Order for additional UpDown-MACRO Holding Shares has been or will be rejected by it, by the Administrative Agent on behalf of the UpDown-MACRO Holding Trust, or (vii) if circumstances outside the control of the Trustee, the Depositor or the Administrative Agent make it impractical or not feasible to process the Creation Order on the Issuance Order Date or on the Issuance Date, or (viii) if there are not sufficient Up-MACRO Tradeable Shares registered pursuant to the Securities Act to fulfill such Creation Order. None of the Trustee, the Depositor or the Administrative Agent shall be liable to any Person by reason of the rejection of any Creation Order. (d) A non-refundable transaction fee will be payable to the Down-MACRO Holding Trustee for its own account in connection with each Creation Order in the amount specified in Section 7 of the Participants Agreement Agreement. In the event that a Creation Order fails and the Trustee or the Administrative Agent has incurred expenses on behalf of the Up-MACRO Holding Trust in connection with each taking steps to effect a Paired Issuance pursuant thereto, and any reimbursement of such expenses cannot be obtained from the Authorized Participant who delivered the Creation Order, then such expenses shall be reimbursed to the Trustee and the Administrative Agent on the next Distribution Payment Date out of funds available in the Fee Payment Account or, if such funds are insufficient, by the Depositor.

Paired Issuances. (a) On any Price Determination Business Day that occurs after the Closing Date but prior to the Final Scheduled Termination Date or an Early Termination Date, the Down-MACRO Holding Down Trust shall issue additional Down-MACRO Holding Shares Down MacroShares contemporaneously with the issuance of additional Up-MACRO Holding Shares Up MacroShares in the form of MACRO MacroShares Units (such an issuance, a "Paired Issuance") and, if applicable, concurrently exchange such MACRO Units to their related Tradeable Shares following the receipt of, and in accordance with, a Creation Order delivered by an Authorized Participant and forwarded to the Trustee by the Administrative Agent. Any Only Authorized Participant who directs a Participants may direct Paired Issuance pursuant to Section 6.2 Issuances. Down MacroShares will be issued at the Per Share Underlying Value of the Down-MACRO Holding Trust Agreement shall be deemed (unless it has specifically directed that Paired Holding Shares be delivered to it) to direct existing Down MacroShares on the deposit of Issuance Valuation Date preceding the Paired Holding Shares created in such Paired relevant Issuance into the Down-MACRO Tradeable Trust and the issuance in exchange therefor of Down-MACRO Tradeable Shares which shall be delivered to the Authorized Participant pursuant to and in accordance with the procedures specified in the Participants AgreementDate. (b) Subject to the procedures and requirements specified in the Participants Agreements, a Paired Issuance may be made only upon the direction of one or more Authorized Participants delivered in the form of a Creation Order to the Administrative Agent on any day that is a Business Day (such date, the "Issuance Order Date") by 4:00 p.m. New York City Time. Any Creation Order not received by the Administrative Agent by or prior to the time specified in the foregoing sentence may be accepted or rejected by the Administrative Agent, acting at its sole discretion. If rejected, such Creation Order may be resubmitted by the applicable Authorized Participant, if it so desires, on any subsequent Business at the applicable Per Share Underlying Value as of the Issuance Valuation Date related to the relevant Issuance Date. Subject to the requirements and limitations set forth herein, herein and in the Participants Agreement and in the Down-MACRO Holding Trust AgreementAgreements, the number of Down-MACRO Tradeable Shares Down MacroShares that the Down-MACRO Tradeable Down Trust may issue as part of a Paired Issuance is unlimited. (c) Pursuant to Section 6.2(c) of the Down-MACRO Holding Trust Agreement, the The Administrative Agent mayshall have the right, in its discretionbut not any obligation, to reject any Creation Order (i) if for the Administrative Agent determines that the Creation Order is not reasons specified in the required form, (ii) if the Trustee notifies the Administrative Agent that the Authorized Participant directing the Paired Issuance has not deposited sufficient funds with the Trustee, (iii) if the Depositor determines, based upon an opinion of counsel, that such Creation Order would have adverse tax or securities law consequences for either of the Paired Holding Trusts, the Down-MACRO Tradeable Trust or Up-MACRO Tradeable Trust, the Holders of the Paired Holding Shares or the Holders of the Down-MACRO Tradeable Shares or Down MACRO Tradeable Shares, (iv) the acceptance or fulfillment of which would, in the opinion of counsel to the Depositor acceptable to the Trustee, be unlawful, (v) if any such creation would cause the Down-MACRO Tradeable Trust to hold fifty percent or less of the Outstanding Down-MACRO Holding Shares (vi) if the Up-MACRO Holding Trustee notifies the Trustee that the Creation Order for additional Up-MACRO Holding Shares has been or will be rejected by it, by the Administrative Agent on behalf of the Up-MACRO Holding Trust, (vii) if circumstances outside the control of the Trustee, the Depositor or the Administrative Agent make it impractical or not feasible to process the Creation Order on the Issuance Order Date or on the Issuance Date, or (viii) if there are not sufficient Up-MACRO Tradeable Shares registered pursuant to the Securities Act to fulfill such Creation OrderParticipants Agreements. None of the Trustee, the Depositor or the Administrative Agent shall be liable to any Person by reason for the Administrative Agent's rejection of a Creation Order pursuant to the provisions of the rejection of any Creation OrderParticipants Agreements. (d) A non-refundable transaction fee will be payable to the Down-MACRO Holding Trustee for its own account in connection with each Creation Order in the amount specified in Section 7 of the Participants Agreement Agreements. In the event that a Creation Order fails and the Trustee or the Administrative Agent has incurred expenses on behalf of the Down Trust in connection with each taking steps to effect a Paired Issuance pursuant thereto, and any reimbursement of such expenses cannot be obtained from the Authorized Participant who delivered the Creation Order, then such expenses shall be reimbursed to the Trustee and the Administrative Agent on the next Distribution Payment Date out of funds available in the Fee Payment Account or, if such funds are insufficient.

Paired Issuances. (a) On any Price Determination Day that occurs after the Closing Date but prior to the Final Scheduled Termination Date or an Early Termination Date, the DownUp-MACRO Holding Trust shall issue additional DownUp-MACRO Holding Shares contemporaneously with the issuance of additional UpDown-MACRO Holding Shares in the form of MACRO Units (such an issuance, a "Paired Issuance") and, if applicable, concurrently exchange such MACRO Units to their related Tradeable Shares following the receipt of, and in accordance with, a Creation Order delivered by an Authorized Participant and forwarded to the Trustee by the Administrative Agent. Any Authorized Participant who directs a Paired Issuance pursuant to Section 6.2 of the DownUp-MACRO Holding Trust Agreement shall be deemed (unless it has specifically directed that Paired Holding Shares be delivered to it) to direct the deposit of the Paired Holding Shares created in such Paired Issuance into the DownUp-MACRO Tradeable Trust and the issuance in exchange therefor of DownUp-MACRO Tradeable Shares which shall be delivered to the Authorized Participant pursuant to and in accordance with the procedures specified in the Participants Agreement. (b) Subject to the requirements and limitations set forth herein, in the Participants Agreement and in the DownUp-MACRO Holding Trust Agreement, the number of DownUp-MACRO Tradeable Shares that the DownUp-MACRO Tradeable Trust may issue is unlimited. (c) Pursuant to Section 6.2(c) of the DownUp-MACRO Holding Trust Agreement, the Administrative Agent may, in its discretion, shall reject any Creation Order (i) if the Administrative Agent determines that the Creation Order is not in the required form, (ii) if the Trustee notifies the Administrative Agent that the Authorized Participant directing the Paired Issuance has not deposited sufficient funds with the Trustee, (iii) if the Depositor determines, based upon an opinion of counsel, that such Creation Order would have adverse tax or securities law consequences for either of the Paired Holding Trusts, the DownUp-MACRO Tradeable Trust or UpDown-MACRO Tradeable Trust, the Holders of the Paired Holding Shares or the Holders of the DownUp-MACRO Tradeable Shares or Down MACRO Tradeable Shares, (iv) the acceptance or fulfillment of which would, in the opinion of counsel to the Depositor acceptable to the Trustee, be unlawful, (v) if any such creation would cause the DownUp-MACRO Tradeable Trust to hold fifty percent or less of the Outstanding DownUp-MACRO Holding Shares (vi) if the UpDown-MACRO Holding Trustee notifies the Trustee that the Creation Order for additional UpDown-MACRO Holding Shares has been or will be rejected by it, by the Administrative Agent on behalf of the UpDown-MACRO Holding Trust, or (vii) if circumstances outside the control of the Trustee, the Depositor or the Administrative Agent make it impractical or not feasible to process the Creation Order on the Issuance Order Date or on the Issuance Date, or (viii) if there are not sufficient Up-MACRO Tradeable Shares registered pursuant to the Securities Act to fulfill such Creation Order. None of the Trustee, the Depositor or the Administrative Agent shall be liable to any Person by reason of the rejection of any Creation Order. (d) A non-refundable transaction fee will be payable to the DownUp-MACRO Holding Trustee for its own account in the amount specified in Section 7 of the Participants Agreement in connection with each Creation Order.

Paired Issuances. (a) On any Price Determination Business Day that occurs after the Closing Date but prior to the Final Scheduled Termination Date or an Early Termination Date, the Down-MACRO Holding Up Trust shall issue additional Down-MACRO Holding Shares Up MacroShares contemporaneously with the issuance of additional Up-MACRO Holding Shares Down MacroShares in the form of MACRO MacroShares Units (such an issuance, a "Paired Issuance") and, if applicable, concurrently exchange such MACRO Units to their related Tradeable Shares following the receipt of, and in accordance with, a Creation Order delivered by an Authorized Participant and forwarded to the Trustee by the Administrative Agent. Any Only Authorized Participant who directs a Participants may direct Paired Issuance pursuant to Section 6.2 Issuances. Up MacroShares will be issued at the Per Share Underlying Value of the Down-MACRO Holding Trust Agreement shall be deemed (unless it has specifically directed that Paired Holding Shares be delivered to it) to direct existing Up MacroShares on the deposit of Issuance Valuation Date preceding the Paired Holding Shares created in such Paired relevant Issuance into the Down-MACRO Tradeable Trust and the issuance in exchange therefor of Down-MACRO Tradeable Shares which shall be delivered to the Authorized Participant pursuant to and in accordance with the procedures specified in the Participants AgreementDate. (b) Subject to the procedures and requirements specified in the Participants Agreements, a Paired Issuance may be made only upon the direction of one or more Authorized Participants delivered in the form of a Creation Order to the Administrative Agent on any day that is a Business Day (such date, the "Issuance Order Date") by 4:00 p.m. New York City Time. Any Creation Order not received by the Administrative Agent by or prior to the time specified in the foregoing sentence may be accepted or rejected by the Administrative Agent, acting at its sole discretion. If rejected, such Creation Order may be resubmitted by the applicable Authorized Participant, if it so desires, on any subsequent Business at the applicable Per Share Underlying Value as of the Issuance Valuation Date related to the relevant Issuance Date. Subject to the requirements and limitations set forth herein, herein and in the Participants Agreement and in the Down-MACRO Holding Trust AgreementAgreements, the number of Down-MACRO Tradeable Shares Up MacroShares that the Down-MACRO Tradeable Up Trust may issue as part of a Paired Issuance is unlimited. (c) Pursuant to Section 6.2(c) of the Down-MACRO Holding Trust Agreement, the The Administrative Agent mayshall have the right, in its discretionbut not any obligation, to reject any Creation Order (i) if for the Administrative Agent determines that the Creation Order is not reasons specified in the required form, (ii) if the Trustee notifies the Administrative Agent that the Authorized Participant directing the Paired Issuance has not deposited sufficient funds with the Trustee, (iii) if the Depositor determines, based upon an opinion of counsel, that such Creation Order would have adverse tax or securities law consequences for either of the Paired Holding Trusts, the Down-MACRO Tradeable Trust or Up-MACRO Tradeable Trust, the Holders of the Paired Holding Shares or the Holders of the Down-MACRO Tradeable Shares or Down MACRO Tradeable Shares, (iv) the acceptance or fulfillment of which would, in the opinion of counsel to the Depositor acceptable to the Trustee, be unlawful, (v) if any such creation would cause the Down-MACRO Tradeable Trust to hold fifty percent or less of the Outstanding Down-MACRO Holding Shares (vi) if the Up-MACRO Holding Trustee notifies the Trustee that the Creation Order for additional Up-MACRO Holding Shares has been or will be rejected by it, by the Administrative Agent on behalf of the Up-MACRO Holding Trust, (vii) if circumstances outside the control of the Trustee, the Depositor or the Administrative Agent make it impractical or not feasible to process the Creation Order on the Issuance Order Date or on the Issuance Date, or (viii) if there are not sufficient Up-MACRO Tradeable Shares registered pursuant to the Securities Act to fulfill such Creation OrderParticipants Agreements. None of the Trustee, the Depositor or the Administrative Agent shall be liable to any Person by reason for the Administrative Agent's rejection of a Creation Order pursuant to the provisions of the rejection of any Creation OrderParticipants Agreements. (d) A non-refundable transaction fee will be payable to the Down-MACRO Holding Trustee for its own account in connection with each Creation Order in the amount specified in Section 7 of the Participants Agreement Agreements. In the event that a Creation Order fails and the Trustee or the Administrative Agent has incurred expenses on behalf of the Up Trust in connection with each taking steps to effect a Paired Issuance pursuant thereto, and any reimbursement of such expenses cannot be obtained from the Authorized Participant who delivered the Creation Order, then such expenses shall be reimbursed to the Trustee and the Administrative Agent on the next Distribution Payment Date out of funds available in the Fee Payment Account or, if such funds are insufficient. (e) An IPO Incentive Fee shall be payable by Authorized Participants in connection with Creation Orders placed during the first six calendar months following the Closing Date. All IPO Incentive Fees collected in connection with Paired Issuances shall be deposited into the Distribution Account and shall be applied in accordance with the priority of payments specified in Section 5.2(a) on the next scheduled Distribution Date. No IPO Incentive Fees will be payable for Creation Orders placed after October 31, 2009.