Common use of Paired Subsequent Issuances Clause in Contracts

Paired Subsequent Issuances. (a) At any time following the Closing Date, but prior to the Final Scheduled Termination Date or any Early Termination Date, the Trustee may issue and deliver additional Up-MACRO Holding Shares contemporaneously with the issuance of additional Down-MACRO Holding Shares in the form of MACRO Units (such an issuance, a "Paired Subsequent Issuance") upon instruction from any Authorized Participant. As provided in the Participants Agreement, a Paired Subsequent Issuance may be directed solely by one or more Authorized Participants on any Business Day by delivering a Purchase Order to the Trustee and the Administrative Agent on such Business Day (such date, the "Subsequent Issuance Date"), prior to the earlier of (i) 2:00 p.m., New York City Time, or (ii) half an hour before the end of trading in the futures contracts from which the Applicable Reference Price of Crude Oil is derived, designating, inter alia, (i) the name of the Authorized Participant, (ii) the Submission Number (as defined in the Participants Agreement), (iii) the PIN Number (as defined in the Participants Agreement), (iv) the CUSIP Numbers for the Paired Holding Shares to be created, and (v) the number of Paired Holding Shares to be issued in the form of MACRO Units. On the next Business Day after the Subsequent Issuance Date, not later than 10:00 a.m., New York City Time, the Authorized Participant directing the Paired Subsequent Issuance shall deliver available funds to the Trustee in an amount equal to (i) the Aggregate Par Amount of the Up-MACRO Holding Shares requested by that Authorized Participant, plus (ii) the Aggregate Par Amount of the Down-MACRO Holding Shares requested by that Authorized Participant, plus (iii) the Up-MACRO Income Make-Whole Amount, plus (iv) the Down-MACRO Income Make-Whole Amount. On the same Business Day, upon the satisfaction of the procedures and conditions for a Paired Subsequent Issuance that are specified in the Participants Agreement and no later than [3:00] p.m., New York City Time, the Trustee, acting together with the Down-MACRO Holding Trustee, each on behalf of their respective Paired Holding Trust, shall issue and deliver to the Depository account of the Authorized Participant who directed such Paired Subsequent Issuance, Paired Holding Shares constituting the number of MACRO Units ordered by such Authorized Participant. (b) Subject to the requirements and limitations set forth herein and in the Participants Agreement, the number of Up-MACRO Holding Shares that the Up-MACRO Holding Trust may issue as part of a Paired Subsequent Issuance is unlimited. The Trustee and the Administrative Agent shall only process Purchase Orders from Authorized Participants that have executed a Participants Agreement that is in full force and effect at the time when a Purchase Order is placed. The Administrative Agent will maintain and make available at its offices specified in Section [ ] during normal business hours a current list of the Authorized Participants eligible to participate in a Paired Subsequent Issuance. Each Paired Subsequent Issuance shall be effected in accordance with the procedures set forth in Attachment A to the Participants Agreement, which may be amended from time to time in accordance with the provisions of the Participants Agreement; provided, however that any such amendment shall not constitute an amendment of this Trust Agreement. In the event of any conflict between the Participants Agreement and this Trust Agreement, the provisions of the Participants Agreement shall govern. (c) Concurrently with any Paired Subsequent Issuance, the Trustee, as directed by the Administrative Agent, acting together with the Down-MACRO Holding Trustee, each on behalf of their respective Paired Holding Trust, shall adjust the aggregate amount of the Income Distribution Agreement and enter into additional Settlement Contracts based on the Net Par Amount Change to the Up-MACRO Aggregate Par Amount and the Down-MACRO Aggregate Par Amount, after giving effect to any Paired Subsequent Issuances or Paired Optional Redemptions occurring on that Business Day. (d) The Trustee shall have the absolute right, but shall have no obligation, to reject any Purchase Order (i) if the Administrative Agent determines that the Authorized Participant directing the Paired Subsequent Issuance has not deposited sufficient funds with the Trustee, (ii) if the Depositor determines that such Purchase Order would have adverse tax or securities law consequences for either of the Paired Holding Trusts or the holders of the Paired Holding Shares, (iii) the acceptance or fulfillment of which would, in the opinion of counsel to the Depositor acceptable to the Trustee, be unlawful, (iv) in the case of a Paired Subsequent Issuance, if the Down-MACRO Holding Trustee notifies the Trustee that it has rejected or shall reject the Purchase Order for additional Down-MACRO Holding Shares made in connection with such issuance or (v) if circumstances outside the control of the Trustee, the Depositor or the Administrative Agent make it impractical or not feasible to cause the Up-MACRO Holding Trust to issue additional Up-MACRO Holding Shares. None of the Trustee, the Depositor or the Administrative Agent shall be liable to any Person by reason of the rejection of any Purchase Order. (e) A non-refundable transaction fee will be payable to the Trustee for its own account in connection with each Purchase Order pursuant to this Section 2.6 in the amount specified in Section 6 of the Participants Agreement. (f) Only global Certificates will be issued to the Depository upon the Paired Subsequent Issuance of additional Up-MACRO Holding Shares. So long as the Depository Agreement is in effect, the Up-MACRO Holding Shares will be transferable solely through the book-entry systems of the Depository, and DTC Participants and their Indirect Participants, as more fully described in Section 2.5 hereof. The Depository may discontinue providing its services with respect to the Up-MACRO Holding Shares by giving notice to the Trustee, the Administrative Agent and the Depositor pursuant to and in conformity with the provisions of the Depository Agreement and discharging its responsibilities with respect thereto under applicable law. Under such circumstances, the Trustee, the Administrative Agent and the Depositor shall find a replacement for the Depository to perform its functions at a comparable cost and on terms acceptable to the Trustee and the Depositor.

Paired Subsequent Issuances. (a) At any time following the Closing Date, but prior to the Final Scheduled Termination Date or any Early Termination Date, the Trustee may shall issue and deliver additional UpDown-MACRO Holding Shares (using, first, any treasury stock it has on deposit in the Treasury Stock Account) contemporaneously with the issuance of additional DownUp-MACRO Holding Shares in the form of MACRO Units (such an issuance, a "Paired Subsequent Issuance") upon instruction from any following the receipt of, and in accordance with, a Creation Order delivered by an Authorized ParticipantParticipant and forwarded to the Trustee by the Administrative Agent. As provided in the Participants Agreement, a Paired Subsequent Issuance may be directed solely by made only upon the direction of one or more Authorized Participants on any Business Day by delivering delivered in the form of a Purchase Creation Order to the Trustee and the Administrative Agent on such any Business Day (such date, the "Subsequent Issuance Date"), prior to the earlier of (i) 2:00 p.m., New York City Time, or (ii) half an hour before the end of trading in the futures contracts from which the Applicable Reference Price of Crude Oil is derived, designating, inter alia, (i) the name of the Authorized Participant, (ii) the Submission Number (as defined in the Participants Agreement), (iii) the PIN Number (as defined in the Participants Agreement), (iv) the CUSIP Numbers for the Paired Holding Shares to be created, and (v) the number of MACRO Units composed of Paired Holding Shares to be issued in and (v) the form number and type of MACRO UnitsHolding Shares to be, concurrently, exchanged to their related tradeable shares. On the next Business Day after the Subsequent Issuance Date, not later than 10:00 a.m., New York City Time, the Authorized Participant directing the Paired Subsequent Issuance shall deliver available funds to the Trustee in an amount equal to (i) the Aggregate Par Amount Down-MACRO Per Share Underlying Value of the UpDown-MACRO Holding Shares requested being created by that Authorized Participant, plus (ii) the Aggregate Par Amount Up-MACRO Per Share Underlying Value of the DownUp-MACRO Holding Shares requested being created by that Authorized Participant, plus (iii) the Upnon-MACRO Income Make-Whole Amount, plus (iv) the Down-MACRO Income Make-Whole Amountrefundable transaction fee as provided below. On the same Business Day, upon the satisfaction of the procedures and conditions for a Paired Subsequent Issuance that are specified in the Participants Agreement and no later than [3:00] 3:00 p.m., New York City Time, the Trustee, acting together with the DownUp-MACRO Holding Trustee, each on behalf of their respective Paired Holding Trust, shall issue and deliver to the Depository account of the Authorized Participant who directed such Paired Subsequent Issuance, Paired Holding Shares constituting the number of MACRO Units ordered by such Authorized Participant., or if so requested, not later than 3:00 p.m. New York City Time on the third Business Day after the Subsequent Issuance Date, the applicable Tradeable Shares, in lieu of all, or part, of the Paired Holding Shares issued (b) Subject to the requirements and limitations set forth herein and in the Participants Agreement, the number of UpDown-MACRO Holding Shares that the UpDown-MACRO Holding Trust may issue as part of a Paired Subsequent Issuance is unlimited. The Trustee and the Administrative Agent shall only process Purchase Creation Orders from Authorized Participants that have executed a Participants Agreement that is in full force and effect at the time when a Purchase Creation Order is placed. The Administrative Agent will maintain and make available at its offices specified in Section [ ] Corporate Trust Office during normal business hours a current list of the Authorized Participants eligible to participate in a Paired Subsequent Issuance. Each Paired Subsequent Issuance shall be effected in accordance with the procedures set forth in Attachment A A.I to the Participants Agreement, which may be amended from time to time in accordance with the provisions of the Participants Agreement; provided, however that any such amendment shall not constitute an amendment of this Trust Agreement. In the event of any conflict between the Participants Agreement and this Trust Agreement, the provisions of the Participants Agreement shall governgovern insofar as they relate to the procedures for effecting Paired Optional Redemptions and Paired Subsequent Issuances. (c) Concurrently with any Paired Subsequent IssuanceIssuances, the Trustee, as directed by the Administrative Agent, acting together with the DownUp-MACRO Holding Trustee, each on behalf of their respective Paired Holding Trust, shall adjust adjust, on a Net Daily Basis (as defined in the Participants Agreement) the aggregate amount of the Income Distribution Agreement and enter into additional Settlement Contracts based on the Contracts, if a Net Par Amount Change Increase occurred on that day, calculated based upon the number of MACRO Units specified in the Creation Orders and the number of MACRO Units specified in any Redemption Order, if applicable, delivered on the same day. Each amendment to the Up-MACRO Aggregate Par Amount Income Distribution Agreement shall be in the form of Exhibit B hereto and each Settlement Contract shall be in the form of Exhibit C hereto and shall constitute an additional confirmation to the Master Agreement. The original, executed Income Distribution Agreement, each amendment thereto and each original, executed Settlement Contract shall be maintained by the Trustee among the books and records of the Down-MACRO Aggregate Par Amount, after giving effect to any Paired Subsequent Issuances or Paired Optional Redemptions occurring on that Business DayHolding Trust. (d) The Trustee Administrative Agent shall have the absolute right, but shall have no obligation, to reject any Purchase Creation Order (i) if the Administrative Agent Trustee determines that the Authorized Participant directing the Paired Subsequent Issuance has not deposited sufficient funds with the Trustee, (ii) if the Depositor determines determines, based upon an opinion of counsel, that such Purchase Creation Order would have adverse tax or securities law consequences for either of the Paired Holding Trusts or the holders of the Paired Holding Shares, (iii) the acceptance or fulfillment of which would, in the opinion of counsel to the Depositor acceptable to the Trustee, be unlawful, (iv) in the case of a Paired Subsequent Issuance, if the DownUp-MACRO Holding Trustee notifies the Trustee that it has rejected or shall reject the Purchase Creation Order for additional DownUp-MACRO Holding Shares made in connection with such issuance has been or will be rejected by it, by the Depositor or by the Administrative Agent for the Up-MACRO Holding Trust, or (v) if circumstances outside the control of the Trustee, the Depositor or the Administrative Agent make it impractical or not feasible to cause the UpDown-MACRO Holding Trust to issue additional UpDown-MACRO Holding Shares. None of the Trustee, the Depositor or the Administrative Agent shall be liable to any Person by reason of the rejection of any Purchase Creation Order. (e) The Administrative Agent may, in its discretion, and will when so directed by the Depositor, suspend the right of creation of any Down-MACRO Holding Shares: (i) for any period during which the AMEX is closed other than customary weekend or holiday closings, or trading is suspended or restricted; (ii) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of cash and/or the Treasuries is not reasonably practicable; (iii) for any period during which, such creation will cause the Down-MACRO Tradeable Trust to hold fifty percent or less of the outstanding Down-MACRO Holding Shares; and (iv) for such other period as the Depositor, the Trustee or the Administrative Agent determines to be necessary for the protection of Beneficial Owners. None of the Depositor, the Trustee or the Administrative Agent will be liable to any Person for any loss or damages that may result from any such suspension or postponement. (f) A non-refundable transaction fee will be payable to the Trustee for its own account in connection with each Purchase Creation Order pursuant to this Section 2.6 in the amount specified in Section 6 7 of the Participants Agreement. (fg) Only global Certificates will be issued to the Depository Depository, and retained by the Trustee, as custodian for the Depository, upon the Paired Subsequent Issuance of additional UpDown-MACRO Holding Shares. So long as the Depository Agreement is in effect, the UpDown-MACRO Holding Shares will be transferable solely through the book-entry systems of the Depository, and DTC Participants and their Indirect Participants, as more fully described in Section 2.5 hereof. The Depository may discontinue providing its services with respect to the UpDown-MACRO Holding Shares by giving notice to the Trustee, the Administrative Agent and the Depositor pursuant to and in conformity with the provisions of the Depository Agreement and discharging its responsibilities with respect thereto under applicable law. Under such circumstances, the Trustee, the Administrative Agent and the Depositor shall find a replacement for the Depository to perform its functions at a comparable cost and on terms acceptable to the Trustee and the Depositor. (h) In the event that a Creation Order has been cancelled, in connection with which the Down-MACRO Holding Trust incurred expenses not payable by an Authorized Participant, the Trustee will incur such expenses and will be reimbursed by the Down-MACRO Holding Trust pursuant to Section 3.1(c) herein.

Paired Subsequent Issuances. (a) At any time following the Closing Date, but prior to the Final Scheduled Termination Date or any Early Termination Date, the Trustee may issue and deliver additional UpDown-MACRO Holding Shares contemporaneously with the issuance of additional DownUp-MACRO Holding Shares in the form of MACRO Units (such an issuance, a "Paired Subsequent Issuance") upon instruction from any Authorized Participant. As provided in the Participants Agreement, a Paired Subsequent Issuance may be directed solely by one or more Authorized Participants on any Business Day by delivering a Purchase Order to the Trustee and the Administrative Agent on such Business Day (such date, the "Subsequent Issuance Date"), prior to the earlier of (i) 2:00 p.m., New York City Time, or (ii) half an hour before the end of trading in the futures contracts from which the Applicable Reference Price of Crude Oil is derived, designating, inter alia, (i) the name of the Authorized Participant, (ii) the Submission Number (as defined in the Participants Agreement), (iii) the PIN Number (as defined in the Participants Agreement), (iv) the CUSIP Numbers for the Paired Holding Shares to be created, and (v) the number of Paired Holding Shares to be issued in the form of MACRO Units. On the next Business Day after the Subsequent Issuance Date, not later than 10:00 a.m., New York City Time, the Authorized Participant directing the Paired Subsequent Issuance shall deliver available funds to the Trustee in an amount equal to (i) the Aggregate Par Amount of the UpDown-MACRO Holding Shares requested by that Authorized Participant, plus (ii) the Aggregate Par Amount of the DownUp-MACRO Holding Shares requested by that Authorized Participant, plus (iii) the UpDown-MACRO Income Make-Whole Amount, plus (iv) the DownUp-MACRO Income Make-Whole Amount. On the same Business Day, upon the satisfaction of the procedures and conditions for a Paired Subsequent Issuance that are specified in the Participants Agreement and no later than [3:00] p.m., New York City Time, the Trustee, acting together with the DownUp-MACRO Holding Trustee, each on behalf of their respective Paired Holding Trust, shall issue and deliver to the Depository account of the Authorized Participant who directed such Paired Subsequent Issuance, Paired Holding Shares constituting the number of MACRO Units ordered by such Authorized Participant. (b) Subject to the requirements and limitations set forth herein and in the Participants Agreement, the number of UpDown-MACRO Holding Shares that the UpDown-MACRO Holding Trust may issue as part of a Paired Subsequent Issuance is unlimited. The Trustee and the Administrative Agent shall only process Purchase Orders from Authorized Participants that have executed a Participants Agreement that is in full force and effect at the time when a Purchase Order is placed. The Administrative Agent will maintain and make available at its offices specified in Section [ ] during normal business hours a current list of the Authorized Participants eligible to participate in a Paired Subsequent Issuance. Each Paired Subsequent Issuance shall be effected in accordance with the procedures set forth in Attachment A to the Participants Agreement, which may be amended from time to time in accordance with the provisions of the Participants Agreement; provided, however that any such amendment shall not constitute an amendment of this Trust Agreement. In the event of any conflict between the Participants Agreement and this Trust Agreement, the provisions of the Participants Agreement shall govern. (c) Concurrently with any Paired Subsequent Issuance, the Trustee, as directed by the Administrative Agent, acting together with the DownUp-MACRO Holding Trustee, each on behalf of their respective Paired Holding Trust, shall adjust the aggregate amount of the Income Distribution Agreement and enter into additional Settlement Contracts based on the Net Par Amount Change to the UpDown-MACRO Aggregate Par Amount and the DownUp-MACRO Aggregate Par Amount, after giving effect to any Paired Subsequent Issuances or Paired Optional Redemptions occurring on that Business Day. (d) The Trustee shall have the absolute right, but shall have no obligation, to reject any Purchase Order (i) if the Administrative Agent determines that the Authorized Participant directing the Paired Subsequent Issuance has not deposited sufficient funds with the Trustee, (ii) if the Depositor determines that such Purchase Order would have adverse tax or securities law consequences for either of the Paired Holding Trusts or the holders of the Paired Holding Shares, (iii) the acceptance or fulfillment of which would, in the opinion of counsel to the Depositor acceptable to the Trustee, be unlawful, (iv) in the case of a Paired Subsequent Issuance, if the DownUp-MACRO Holding Trustee notifies the Trustee that it has rejected or shall reject the Purchase Order for additional DownUp-MACRO Holding Shares made in connection with such issuance or (v) if circumstances outside the control of the Trustee, the Depositor or the Administrative Agent make it impractical or not feasible to cause the UpDown-MACRO Holding Trust to issue additional UpDown-MACRO Holding Shares. None of the Trustee, the Depositor or the Administrative Agent shall be liable to any Person by reason of the rejection of any Purchase Order. (e) A non-refundable transaction fee will be payable to the Trustee for its own account in connection with each Purchase Order pursuant to this Section 2.6 in the amount specified in Section 6 of the Participants Agreement. (f) Only global Certificates will be issued to the Depository upon the Paired Subsequent Issuance of additional UpDown-MACRO Holding Shares. So long as the Depository Agreement is in effect, the UpDown-MACRO Holding Shares will be transferable solely through the book-entry systems of the Depository, and DTC Participants and their Indirect Participants, as more fully described in Section 2.5 hereof. The Depository may discontinue providing its services with respect to the UpDown-MACRO Holding Shares by giving notice to the Trustee, the Administrative Agent and the Depositor pursuant to and in conformity with the provisions of the Depository Agreement and discharging its responsibilities with respect thereto under applicable law. Under such circumstances, the Trustee, the Administrative Agent and the Depositor shall find a replacement for the Depository to perform its functions at a comparable cost and on terms acceptable to the Trustee and the Depositor.

Paired Subsequent Issuances. (a) At any time following the Closing Date, but prior to the Final Scheduled Termination Date or any Early Termination Date, the Trustee may shall issue and deliver additional Up-MACRO Holding Shares (using, first, any treasury stock it has on deposit in the Treasury Stock Account) contemporaneously with the issuance of additional Down-MACRO Holding Shares in the form of MACRO Units (such an issuance, a "Paired Subsequent Issuance") upon instruction from any following the receipt of, and in accordance with, a Creation Order delivered by an Authorized ParticipantParticipant and forwarded to the Trustee by the Administrative Agent. As provided in the Participants Agreement, a Paired Subsequent Issuance may be directed solely by made only upon the direction of one or more Authorized Participants on any Business Day by delivering delivered in the form of a Purchase Creation Order to the Trustee and the Administrative Agent on such any Business Day (such date, the "Subsequent Issuance Date"), prior to the earlier of (i) 2:00 p.m., New York City Time, or (ii) half an hour before the end of trading in the futures contracts from which the Applicable Reference Price of Crude Oil is derived, designating, inter alia, (i) the name of the Authorized Participant, (ii) the Submission Number (as defined in the Participants Agreement), (iii) the PIN Number (as defined in the Participants Agreement), ) (iv) the CUSIP Numbers for the Paired Holding Shares to be created, and (v) the number of MACRO Units composed of Paired Holding Shares to be issued in and (v) the form number and type of MACRO UnitsHolding Shares to be, concurrently, exchanged to their related tradeable shares. On the next Business Day after the Subsequent Issuance Date, not later than 10:00 a.m., New York City Time, the Authorized Participant directing the Paired Subsequent Issuance shall deliver available funds to the Trustee in an amount equal to (i) the Aggregate Par Amount Up-MACRO Per Share Underlying Value of the Up-MACRO Holding Shares requested being created by that Authorized Participant, plus (ii) the Aggregate Par Amount Down-MACRO Per Share Underlying Value of the Down-MACRO Holding Shares requested being created by that Authorized Participant, plus (iii) the Upnon-MACRO Income Make-Whole Amount, plus (iv) the Down-MACRO Income Make-Whole Amountrefundable transaction fee as provided below. On the same Business Day, upon the satisfaction of the procedures and conditions for a Paired Subsequent Issuance that are specified in the Participants Agreement and no later than [3:00] 3:00 p.m., New York City Time, the Trustee, acting together with the Down-MACRO Holding Trustee, each on behalf of their respective Paired Holding Trust, shall issue and deliver to the Depository account of the Authorized Participant who directed such Paired Subsequent Issuance, Paired Holding Shares constituting the number of MACRO Units ordered by such Authorized Participant, or if so requested, not later than 3:00 p.m. New York City Time on the third Business Day after the Subsequent Issuance Date, the applicable Tradeable Shares, in lieu of all, or part, of the Paired Holding Shares issued. (b) Subject to the requirements and limitations set forth herein and in the Participants Agreement, the number of Up-MACRO Holding Shares that the Up-MACRO Holding Trust may issue as part of a Paired Subsequent Issuance is unlimited. The Trustee and the Administrative Agent shall only process Purchase Creation Orders from Authorized Participants that have executed a Participants Agreement that is in full force and effect at the time when a Purchase Creation Order is placed. The Administrative Agent will maintain and make available at its offices specified in Section [ ] Corporate Trust Office during normal business hours a current list of the Authorized Participants eligible to participate in a Paired Subsequent Issuance. Each Paired Subsequent Issuance shall be effected in accordance with the procedures set forth in Attachment A A.I to the Participants Agreement, which may be amended from time to time in accordance with the provisions of the Participants Agreement; provided, however however, that any such amendment shall not constitute an amendment of this Trust Agreement. In the event of any conflict between the Participants Agreement and this Trust Agreement, the provisions of the Participants Agreement shall governgovern insofar as they relate to the procedures for effecting Paired Optional Redemptions and Paired Subsequent Issuances. (c) Concurrently with any Paired Subsequent IssuanceIssuances, the Trustee, as directed by the Administrative Agent, acting together with the Down-MACRO Holding Trustee, each on behalf of their respective Paired Holding Trust, shall adjust adjust, on a Net Daily Basis (as defined in the Participants Agreement) the aggregate amount of the Income Distribution Agreement and enter into additional Settlement Contracts based on the Contracts, if a Net Par Amount Change Increase occurred on that day, calculated based upon the number of MACRO Units specified in the Creation Orders and the number of MACRO Units specified in any Redemption Order, if applicable, delivered on the same day. Each amendment to the Income Distribution Agreement shall be in the form of Exhibit B hereto and each Settlement Contract shall be in the form of Exhibit C hereto and shall constitute an additional confirmation to the Master Agreement. The original, executed Income Distribution Agreement, each amendment thereto and each original, executed Settlement Contract shall be maintained by the Trustee among the books and records of the Up-MACRO Aggregate Par Amount and the Down-MACRO Aggregate Par Amount, after giving effect to any Paired Subsequent Issuances or Paired Optional Redemptions occurring on that Business DayHolding Trust. (d) The Trustee Administrative Agent shall have the absolute right, but shall have no obligation, to reject any Purchase Creation Order (i) if the Administrative Agent Trustee determines that the Authorized Participant directing the Paired Subsequent Issuance has not deposited sufficient funds with the Trustee, (ii) if the Depositor determines determines, based upon an opinion of counsel, that such Purchase Creation Order would have adverse tax or securities law consequences for either of the Paired Holding Trusts or the holders of the Paired Holding Shares, (iii) the acceptance or fulfillment of which would, in the opinion of counsel to the Depositor acceptable to the Trustee, be unlawful, (iv) in the case of a Paired Subsequent Issuance, if the Down-MACRO Holding Trustee notifies the Trustee that it has rejected or shall reject the Purchase Creation Order for additional Down-MACRO Holding Shares made in connection with such issuance has been or will be rejected by it, by the Depositor or by the Administrative Agent for the Down-MACRO Holding Trust, or (v) if circumstances outside the control of the Trustee, the Depositor or the Administrative Agent make it impractical or not feasible to cause the Up-MACRO Holding Trust to issue additional Up-MACRO Holding Shares. None of the Trustee, the Depositor or the Administrative Agent shall be liable to any Person by reason of the rejection of any Purchase Creation Order. (e) The Administrative Agent may, in its discretion, and will when so directed by the Depositor, suspend the right of creation of any Up-MACRO Holding Shares: (i) for any period during which the AMEX is closed other than customary weekend or holiday closings, or trading is suspended or restricted; (ii) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of cash and/or the Treasuries is not reasonably practicable; (iii) for any period during which, such creation will cause the Up-MACRO Tradeable Trust to hold fifty percent or less of the outstanding Up-MACRO Holding Shares; and (iv) for such other period as the Depositor, the Trustee or the Administrative Agent determines to be necessary for the protection of Beneficial Owners. None of the Depositor, the Trustee or the Administrative Agent will be liable to any Person for any loss or damages that may result from any such suspension or postponement. (f) A non-refundable transaction fee will be payable to the Trustee for its own account in connection with each Purchase Creation Order pursuant to this Section 2.6 in the amount specified in Section 6 7 of the Participants Agreement. (fg) Only global Certificates will be issued to the Depository Depository, and retained by the Trustee, as custodian for the Depository, upon the Paired Subsequent Issuance of additional Up-MACRO Holding Shares. So long as the Depository Agreement is in effect, the Up-MACRO Holding Shares will be transferable solely through the book-entry systems of the Depository, and DTC Participants and their Indirect Participants, as more fully described in Section 2.5 hereof. The Depository may discontinue providing its services with respect to the Up-MACRO Holding Shares by giving notice to the Trustee, the Administrative Agent and the Depositor pursuant to and in conformity with the provisions of the Depository Agreement and discharging its responsibilities with respect thereto under applicable law. Under such circumstances, the Trustee, the Administrative Agent and the Depositor shall find a replacement for the Depository to perform its functions at a comparable cost and on terms acceptable to the Trustee and the Depositor. (h) In the event that a Creation Order has been cancelled, in connection with which the Up-MACRO Holding Trust incurred expenses not payable by an Authorized Participant, the Trustee will incur such expenses and will be reimbursed by the Up-MACRO Holding Trust pursuant to Section 3.1(c) herein.

Paired Subsequent Issuances. (a) At any time following the Closing Date, but prior to the Final Scheduled Termination Date or any Early Termination Date, the Trustee may issue and deliver additional UpDown-MACRO Holding Shares contemporaneously with the issuance of additional DownUp-MACRO Holding Shares in the form of MACRO Units (such an issuance, a "Paired Subsequent Issuance") upon instruction from any Authorized Participant. As provided in the Participants Agreement, a Paired Subsequent Issuance may be directed solely by one or more Authorized Participants on any Business Day by delivering a Purchase Order to the Trustee and the Administrative Agent on such Business Day (such date, the "Subsequent Issuance Date"), prior to the earlier of (i) 2:00 p.m., New York City Time, or (ii) half an hour before the end of trading in the futures contracts from which the Applicable Reference Price of Crude Oil is derived, designating, inter alia, (i) the name of the Authorized Participant, (ii) the Submission Number (as defined in the Participants Agreement), (iii) the PIN Number (as defined in the Participants Agreement), (iv) the CUSIP Numbers for the Paired Holding Shares to be created, and (v) the number of Paired Holding Shares to be issued in the form of MACRO Units. On the next Business Day after the Subsequent Issuance Date, not later than 10:00 a.m., New York City Time, the Authorized Participant directing the Paired Subsequent Issuance shall deliver available funds to the Trustee in an amount equal to (i) the Aggregate Par Amount of the UpDown-MACRO Holding Shares requested by that Authorized Participant, plus (ii) the Aggregate Par Amount of the DownUp-MACRO Holding Shares requested by that Authorized Participant, plus (iii) the UpDown-MACRO Income Make-Whole Amount, plus (iv) the DownUp-MACRO Income Make-Whole Amount. On the same Business Day, upon the satisfaction of the procedures and conditions for a Paired Subsequent Issuance that are specified in the Participants Agreement and no later than [3:00] 3:00 p.m., New York City Time, the Trustee, acting together with the DownUp-MACRO Holding Trustee, each on behalf of their respective Paired Holding Trust, shall issue and deliver to the Depository account of the Authorized Participant who directed such Paired Subsequent Issuance, Paired Holding Shares constituting the number of MACRO Units ordered by such Authorized Participant. (b) Subject to the requirements and limitations set forth herein and in the Participants Agreement, the number of UpDown-MACRO Holding Shares that the UpDown-MACRO Holding Trust may issue as part of a Paired Subsequent Issuance is unlimited. The Trustee and the Administrative Agent shall only process Purchase Orders from Authorized Participants that have executed a Participants Agreement that is in full force and effect at the time when a Purchase Order is placed. The Administrative Agent will maintain and make available at its offices specified in Section [ ] during normal business hours a current list of the Authorized Participants eligible to participate in a Paired Subsequent Issuance. Each Paired Subsequent Issuance shall be effected in accordance with the procedures set forth in Attachment A to the Participants Agreement, which may be amended from time to time in accordance with the provisions of the Participants Agreement; provided, however that any such amendment shall not constitute an amendment of this Trust Agreement. In the event of any conflict between the Participants Agreement and this Trust Agreement, the provisions of the Participants Agreement shall govern. (c) Concurrently with any Paired Subsequent Issuance, the Trustee, as directed by the Administrative Agent, acting together with the DownUp-MACRO Holding Trustee, each on behalf of their respective Paired Holding Trust, shall adjust the aggregate amount of the Income Distribution Agreement and enter into additional Settlement Contracts based on the Net Par Amount Change to the UpDown-MACRO Aggregate Par Amount and the DownUp-MACRO Aggregate Par Amount, after giving effect to any Paired Subsequent Issuances or Paired Optional Redemptions occurring on that Business Day. (d) The Trustee shall have the absolute right, but shall have no obligation, to reject any Purchase Order (i) if the Administrative Agent determines that the Authorized Participant directing the Paired Subsequent Issuance has not deposited sufficient funds with the Trustee, (ii) if the Depositor determines that such Purchase Order would have adverse tax or securities law consequences for either of the Paired Holding Trusts or the holders of the Paired Holding Shares, (iii) the acceptance or fulfillment of which would, in the opinion of counsel to the Depositor acceptable to the Trustee, be unlawful, (iv) in the case of a Paired Subsequent Issuance, if the DownUp-MACRO Holding Trustee notifies the Trustee that it has rejected or shall reject the Purchase Order for additional DownUp-MACRO Holding Shares made in connection with such issuance or (v) if circumstances outside the control of the Trustee, the Depositor or the Administrative Agent make it impractical or not feasible to cause the UpDown-MACRO Holding Trust to issue additional UpDown-MACRO Holding Shares. None of the Trustee, the Depositor or the Administrative Agent shall be liable to any Person by reason of the rejection of any Purchase Order. (e) A non-refundable transaction fee will be payable to the Trustee for its own account in connection with each Purchase Order pursuant to this Section 2.6 in the amount specified in Section 6 of the Participants Agreement. (f) Only global Certificates will be issued to the Depository upon the Paired Subsequent Issuance of additional UpDown-MACRO Holding Shares. So long as the Depository Agreement is in effect, the UpDown-MACRO Holding Shares will be transferable solely through the book-entry systems of the Depository, and DTC Participants and their Indirect Participants, as more fully described in Section 2.5 hereof. The Depository may discontinue providing its services with respect to the UpDown-MACRO Holding Shares by giving notice to the Trustee, the Administrative Agent and the Depositor pursuant to and in conformity with the provisions of the Depository Agreement and discharging its responsibilities with respect thereto under applicable law. Under such circumstances, the Trustee, the Administrative Agent and the Depositor shall find a replacement for the Depository to perform its functions at a comparable cost and on terms acceptable to the Trustee and the Depositor.