MacroShares Major Metro Housing Down Trust Sample Contracts

MACROSHARES HOUSING DEPOSITOR, LLC, as Depositor, STATE STREET BANK AND TRUST COMPANY, N.A. as Trustee, MACROMARKETS LLC, as Administrative Agent and MACRO FINANCIAL, LLC, as Marketing Agent FORM OF AMENDED AND RESTATED MACROSHARES MAJOR METRO HOUSING...
Trust Agreement • April 17th, 2009 • MacroShares Major Metro Housing Down Trust • Asset-backed securities • New York

This AMENDED AND RESTATED TRUST AGREEMENT, dated as of May [ ], 2009 (this "Trust Agreement"), is hereby entered into among MACROSHARES HOUSING DEPOSITOR, LLC, a Delaware limited liability company, as depositor (the "Depositor"), STATE STREET BANK AND TRUST COMPANY, N.A., not in its individual capacity but solely as trustee (the "Trustee"), MACROMARKETS LLC, not in its individual capacity but solely as administrative agent (in such capacity, the "Administrative Agent"), and MACRO FINANCIAL, LLC, as marketing agent (in such capacity, the "Marketing Agent").

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MACROSHARES LICENSING AGREEMENT COVER PAGE
Macroshares Licensing Agreement Cover Page • August 6th, 2008 • MacroShares Major Metro Housing Down Trust • Asset-backed securities • New York

IN WITNESS WHEREOF, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties have caused this Licensing Agreement to be executed by their duly authorized representatives as of the Effective Date.

TRUST AGREEMENT
Trust Agreement • August 6th, 2008 • MacroShares Major Metro Housing Down Trust • Asset-backed securities • New York

This Trust Agreement, dated as of July 11, 2008 (the “Agreement”), is between MACROSHARES HOUSING DEPOSITOR, LLC, a Delaware limited liability company, as depositor (in such capacity, the “Depositor”) and STATE STREET BANK AND TRUST COMPANY, N.A., a national bank chartered by the Office of the Comptroller of the Currency, not in its individual capacity but solely as trustee (the “Trustee”).

SCHEDULE to the
Isda Master Agreement • August 6th, 2008 • MacroShares Major Metro Housing Down Trust • Asset-backed securities • New York
SUBLICENSE AGREEMENT
Sublicense Agreement • April 17th, 2009 • MacroShares Major Metro Housing Down Trust • Asset-backed securities

This SUBLICENSE AGREEMENT (this “Agreement”) by and between MacroMarkets LLC ("MM"), a Delaware limited liability company, its affiliate, MacroShares Housing Depositor, LLC ("MHD"), MacroShares Major Metro Housing Up Trust (the "Up Trust") and MacroShares Major Metro Housing Down Trust (the "Down Trust" and, together with MHD and the Up Trust, the "Sublicensees"), is entered into as of this ___ day of May, 2009 ("the Commencement Date").

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