Common use of REDEMPTIONS AND ISSUANCES OF SHARES Clause in Contracts

REDEMPTIONS AND ISSUANCES OF SHARES. THE ADMINISTRATION AND REINVESTMENT OF THE ELIGIBLE TREASURIES Section 6.1 Paired Optional Redemptions. (a) On any Price Determination Day occurring after the Closing Date but prior to the Final Scheduled Termination Date or an Early Termination Date, any Authorized Participant may direct the redemption of Paired Shares by delivering a Redemption Order to the Administrative Agent and satisfying the conditions set forth in this Section 6.1 (such redemption, a "Paired Optional Redemption"). The Authorized Participant directing the Paired Optional Redemption must be the Beneficial Owner of the Paired Shares which are being tendered for redemption, as shown on the records of the Depository. Only Authorized Participants may direct Paired Optional Redemptions. Down MacroShares will be redeemed at their Per Share Underlying Value, as calculated on the Redemption Order Date on which the related Redemption Order was delivered; provided, that, in the case of any Redemption Order placed on a Distribution Date or on the Business Day succeeding a Distribution Date, such Final Distribution will also include Down and Up Earned Income Accruals for each intervening day between the Redemption Order Date and the Redemption Date calculated on the basis of the Applicable Reference Price of Crude Oil on the Redemption Order Date. (b) Subject to the procedures and requirements specified in the Participants Agreement, the redeeming Authorized Participants may effect a Paired Optional Redemption by delivering a Redemption Order to the Administrative Agent on any day that is a Price Determination Day (such date, a "Redemption Order Date") not later than the earlier of (i) half an hour prior to the end of trading in the Light Sweet Crude Oil Futures Contracts or prior to the time as of which any Substitute Reference Oil Price is made available by the applicable Substitute Oil Price Provider and (ii) the unanticipated close of trading of the Light Sweet Crude Oil Futures Contracts or of the Substitute Reference Oil Price. Any Redemption Order received by the Administrative Agent after the time specified in the foregoing sentence may be rejected at the option of the Administrative Agent. If so rejected, such Redemption Order 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. Following the Redemption Order Date, the redeeming Authorized Participant must transfer to the Trustee, not later than the date and time specified in the Participants Agreement, (i) the requisite number of Paired Shares constituting at least one MacroShares Unit or integral multiples thereof, (ii) the applicable Redemption Cash Component, if any, and (iii) the transaction fee described in clause (e) of this Section 6.1, and provide written or electronic evidence of the required transfer of shares and the required deposit of immediately available funds to the Administrative Agent in accordance with the Participants Agreement. (c) The Administrative Agent shall have the right, but not any obligation, to reject any Redemption Order for the reasons specified in the Participants Agreement. None of the Trustee, the Depositor or the Administrative Agent shall be liable to any Person for the Administrative Agent's rejection of a Redemption Order pursuant to the provisions of the Participants Agreement. (d) If the Redemption Order Date on which a Paired Optional Redemption was directed is not a Distribution Date and there are insufficient funds on deposit in the Cash Netting Subaccount delivered in connection with Paired Issuances directed on the same date as such Paired Optional Redemption and in the Distribution Account from maturing Eligible Treasury Repurchase Agreements, as determined in accordance with Section 6.4, the Administrative Agent shall deliver instructions to the Trustee with respect to the Eligible Treasuries then on deposit in the Down Trust, in which the Administrative Agent, employing "last in, first out" methodology and complying in all respects with the requirements and conditions set forth in Exhibit H hereto, shall: (i) identify and segregate the Eligible Treasuries on deposit in the Down Trust that are the most recently-acquired Eligible Treasuries with a Value equal to the product of the Down Redemption Percentage and the Down Asset Amount (or the portion thereof that is not available to be delivered in cash); (ii) (A) select from among the segregated Eligible Treasuries with a Value equal to the Down Settlement Payment, if any such payment is required to be made by the Down Trust, (B) allocate the remaining Eligible Treasuries to be delivered as a Final Distribution to the Authorized Participants directing the Paired Optional Redemption and (C) in the event that the Value of such remaining Eligible Treasuries to be delivered as a Final Distribution exceeds the amount due to the Authorized Participants directing the Paired Optional Redemption, calculate the amount to be paid by the Authorized Participants to the Down Trust to compensate the trust for the excess Value of the Eligible Treasuries being delivered to the Authorized Participants as a Final Distribution (such amount, the "Redemption Cash Component"); and (iii) instruct the Trustee as to which Eligible Treasuries the Trustee is to use to effect the Paired Optional Redemption and, of those, (A) the Eligible Treasuries to be used to make the Down Settlement Payment, if any, (B) the Eligible Treasuries to be used to make the Final Distribution to the redeeming Authorized Participants and (C) the Redemption Cash Component to be collected from the Authorized Participants, if any. The Eligible Treasuries selected by the Administrative Agent to be delivered as the Final Distribution in a Paired Optional Redemption shall be distributed ratably, by type, to each redeeming Authorized Participant. A "type" of Eligible Treasury will include all Eligible Treasuries on deposit in the Down Trust with the same acquisition date, the same purchase price, the same maturity and the same implied discount or stated interest. The Trustee shall cause the Down Trust to deliver Eligible Treasuries pursuant to this Section 6.1(d) only in accordance with the directions of the Administrative Agent. If the Administrative Agent violates any of the requirements or conditions set forth in Exhibit H in the course of directing the Trustee in the selection and distribution of Eligible Treasuries "in kind" pursuant to this Section 6.1(d), the Administrative Agent shall undertake to remedy such violation in the manner specified in such Exhibit H. (e) A non-refundable transaction fee will be payable to the Trustee for its own account in connection with each Redemption Order in the amount specified in Section 7 of the Participants Agreement. In the event that a Redemption Order fails and the Trustee or the Administrative Agent has incurred expenses on behalf of the Down Trust in connection with taking steps to effect a Paired Optional Redemption pursuant thereto, and any reimbursement of such expenses cannot be obtained from the Authorized Participant who delivered the Redemption 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. (f) On any Distribution Date that is an Early Termination Date or on the Final Scheduled Termination Date, the Trustee shall redeem all of the Down MacroShares that are Outstanding on such Distribution Date at their Per Share Underlying Value, as calculated on the immediately preceding Price Determination Day, using the funds that are on deposit in the Distribution Account after all of the Settlement Contracts have been settled, as specified in priority third of Section 5.2(a).

REDEMPTIONS AND ISSUANCES OF SHARES. THE ADMINISTRATION AND REINVESTMENT OF THE ELIGIBLE TREASURIES Section 6.1 Paired Optional Redemptions. (a) On any Price Determination Day occurring after the Closing Date but prior to the Final Scheduled Termination Date or an Early Termination Date, any Authorized Participant may direct the redemption of Paired Shares by delivering a Redemption Order to the Administrative Agent and satisfying the conditions set forth in this Section 6.1 (such redemption, a "Paired Optional Redemption"). The Authorized Participant directing the Paired Optional Redemption must be the Beneficial Owner of the Paired Shares which are being tendered for redemption, as shown on the records of the Depository. Only Authorized Participants may direct Paired Optional Redemptions. Down MacroShares will be redeemed at their Per Share Underlying Value, as calculated on the Redemption Order Date on which the related Redemption Order was delivered; provided, that, in the case of any Redemption Order placed on a Distribution Date or on the Business Day succeeding a Distribution Date, such Final Distribution will also include Down and Up Earned Income Accruals for each intervening day between the Redemption Order Date and the Redemption Date calculated on the basis of the Applicable Reference Price of Crude Oil on the Redemption Order Date. (b) Subject to the procedures and requirements specified in the Participants Agreement, the redeeming Authorized Participants may effect a Paired Optional Redemption by delivering a Redemption Order to the Administrative Agent on any day that is a Price Determination Day (such date, a "Redemption Order Date") not later than the earlier of (i) half an hour prior to the end of trading in the Light Sweet Crude Oil Futures Contracts or prior to the time as of which any Substitute Reference Oil Price is made available determined by the applicable Substitute Oil Applicable Reference Price Provider and (ii) the unanticipated close of trading of the Light Sweet Crude Oil Futures Contracts or of the Substitute Reference Oil Price. Any Redemption Order received by the Administrative Agent after the time specified in the foregoing sentence may will be automatically rejected at the option of the Administrative Agent. If so rejected, such Redemption Order 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. Following the Redemption Order Date, the redeeming Authorized Participant must transfer to the Trustee, not later than the date and time specified in the Participants Agreement, (i) the requisite number of Paired Shares constituting at least one MacroShares Unit or integral multiples thereof, (ii) the applicable Redemption Cash Component, if any, and (iii) the transaction fee described in clause (e) of this Section 6.1, and provide written or electronic evidence of the required transfer of shares and the required deposit of immediately available funds to the Administrative Agent in accordance with the Participants Agreement. (c) The Administrative Agent shall have the right, but not any obligation, to reject any Redemption Order for the reasons specified in the Participants Agreement. None of the Trustee, the Depositor or the Administrative Agent shall be liable to any Person for the Administrative Agent's rejection of a Redemption Order pursuant to the provisions of the Participants Agreement. (d) If the Redemption Order Date on which a Paired Optional Redemption was directed is not a Distribution Date and there are insufficient funds on deposit in the Cash Netting Subaccount delivered in connection with Paired Issuances directed on the same date as such Paired Optional Redemption and in the Distribution Account from maturing Eligible Treasury Repurchase Agreements, as determined in accordance with Section 6.4, the Administrative Agent shall deliver instructions to the Trustee with respect to the Eligible Treasuries then on deposit in the Down Trust, in which the Administrative Agent, employing "last in, first out" methodology and complying in all respects with the requirements and conditions set forth in Exhibit H hereto, shall: (i) identify and segregate the Eligible Treasuries on deposit in the Down Trust that are the most recently-acquired Eligible Treasuries with a Value equal to the product of the Down Redemption Percentage and the Down Asset Amount (or the portion thereof that is not available to be delivered in cash); (ii) (A) select from among the segregated Eligible Treasuries with a Value equal to the Down Settlement Payment, if any such payment is required to be made by the Down Trust, (B) allocate the remaining Eligible Treasuries to be delivered as a Final Distribution to the Authorized Participants directing the Paired Optional Redemption and (C) in the event that the Value of such the remaining Eligible Treasuries to be delivered as a Final Distribution exceeds the amount due to the Authorized Participants directing the Paired Optional Redemption, calculate the amount to be paid by the Authorized Participants to the Down Trust to compensate the trust for the excess Value of the Eligible Treasuries being delivered to the Authorized Participants as a Final Distribution (such amount, the "Redemption Cash Component"); and (iii) instruct the Trustee as to which Eligible Treasuries the Trustee is to use to effect the Paired Optional Redemption and, of those, (A) the Eligible Treasuries to be used to make the Down Settlement Payment, if any, (B) the Eligible Treasuries to be used to make the Final Distribution to the redeeming Authorized Participants and (C) the Redemption Cash Component to be collected from the Authorized Participants, if any. The Eligible Treasuries selected by the Administrative Agent to be delivered as the Final Distribution in a Paired Optional Redemption shall be distributed ratably, by type, to each redeeming Authorized Participant. A "type" of Eligible Treasury will include all Eligible Treasuries on deposit in the Down Trust with the same acquisition date, the same purchase price, the same maturity and the same implied discount or stated interest. The Trustee shall cause the Down Trust to deliver Eligible Treasuries pursuant to this Section 6.1(d) only in accordance with the directions of the Administrative Agent. If the Administrative Agent violates any of the requirements or conditions set forth in Exhibit H in the course of directing the Trustee in the selection and distribution of Eligible Treasuries "in kind" pursuant to this Section 6.1(d), the Administrative Agent shall undertake to remedy such violation in the manner specified in such Exhibit H. (e) A non-refundable transaction fee will be payable to the Trustee for its own account in connection with each Redemption Order in the amount specified in Section 7 of the Participants Agreement. In the event that a Redemption Order fails and the Trustee or the Administrative Agent has incurred expenses on behalf of the Down Trust in connection with taking steps to effect a Paired Optional Redemption pursuant thereto, and any reimbursement of such expenses cannot be obtained from the Authorized Participant who delivered the Redemption 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 AccountAccount or, if such funds are insufficient, pursuant to Section 5.3. (f) On any Distribution Date that is an Early Termination Date or on the Final Scheduled Termination Date, the Trustee shall redeem all of the Down MacroShares that are Outstanding on such Distribution Date at their Per Share Underlying Value, as calculated on the immediately preceding Price Determination Day, using the funds that are on deposit in the Distribution Account after all of the Settlement Contracts have been settled, as specified in priority third of Section 5.2(a).