MacroShares Major Metro Housing Up Trust Sample Contracts

ISDA®
2002 Master Agreement • August 6th, 2008 • MacroShares Major Metro Housing Up Trust • Commodity contracts brokers & dealers

have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this 2002 Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties or otherwise effective for the purpose of confirming or evidencing those Transactions. This 2002 Master Agreement and the Schedule are together referred to as this “Master Agreement”.

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STANDARD TERMS TO MACROSHARES PARTICIPANTS AGREEMENTS
Participants Agreement • August 11th, 2009 • MacroShares Major Metro Housing Up Trust • Asset-backed securities • New York

These Standard Terms to MacroShares Participants Agreements, dated as of July 27, 2009, (the "Standard Terms"), along with each supplement hereto (each, a "Supplement"), together form a separate and distinct "Participants Agreement" with respect to the applicable set of Paired Trusts. Each Participants Agreement is entered into solely by and among the parties set forth in each Supplement hereto, including an entity acting as an authorized participant (the "Authorized Participant" and referred to herein as the "applicable Authorized Participant," or, collectively, as the "Authorized Participants"), the applicable trustee (each, a "Trustee" and collectively, the "Trustees") listed from time to time on Schedule II attached hereto, not in its individual capacity but solely acting as trustee on behalf of the applicable set of Paired Trusts, which are also listed from time to time on such Schedule II, the applicable depositor entity (each, a "Depositor" and, collectively, the "Depositors") l

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...
Macroshares Major Metro Housing Up Trust Agreement • April 17th, 2009 • MacroShares Major Metro Housing Up 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").

TRUST AGREEMENT
Trust Agreement • August 6th, 2008 • MacroShares Major Metro Housing Up Trust • Commodity contracts brokers & dealers • 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”).

SUBLICENSE AGREEMENT
Sublicense Agreement • August 6th, 2008 • MacroShares Major Metro Housing Up Trust • Commodity contracts brokers & dealers

This SUBLICENSE AGREEMENT (this “Agreement”) by and between MacroMarkets LLC ("MM"), a Delaware limited liability company, and its affiliate, MacroShares Housing Depositor, LLC (the "Sublicensee"), is entered into as of ____________, 2008 ("the Commencement Date").

FORM OF STANDARD TERMS TO MACROSHARES PARTICIPANTS AGREEMENTS
Participants Agreement • August 6th, 2008 • MacroShares Major Metro Housing Up Trust • Commodity contracts brokers & dealers • New York

This supplement (the “Supplement”), dated as of [ ], 20[ ], is hereby entered into by and among MacroShares Housing Depositor (the “Depositor”), State Street Bank and Trust Company, N.A., not in its individual capacity but solely as trustee for the Paired Shares (the “Trustee”), MacroMarkets LLC (the “Administrative Agent”) and [ ] (the “Authorized Participant”). The Standard Terms To MacroShares Participants Agreements, dated as of [ ], 20[ ] (the “Standard Terms”), are incorporated herein by reference and the parties hereto shall be required to comply with such Standard Terms as if they were set forth in full herein.

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...
Macroshares Major Metro Housing Up Trust Trust Agreement • August 6th, 2008 • MacroShares Major Metro Housing Up Trust • Commodity contracts brokers & dealers • New York

WHEREAS, the Depositor and the Trustee have entered into a trust agreement, dated as of July 11, 2008 (the "Original Trust Agreement"), pursuant to which a trust was formed under the laws of the State of New York, which is known as the "MacroShares Major Metro Housing Up Trust," and which is hereafter referred to as the "Up Trust";

MACROSHARES HOUSING DEPOSITOR, LLC MACROMARKETS LLC MACRO FINANCIAL, LLC MACROSHARES MAJOR METRO HOUSING UP TRUST MACROSHARES MAJOR METRO HOUSING DOWN TRUST PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • March 30th, 2009 • MacroShares Major Metro Housing Up Trust • Asset-backed securities • New York
CONFIRMATION
Income Distribution Agreement • August 6th, 2008 • MacroShares Major Metro Housing Up Trust • Commodity contracts brokers & dealers

This letter agreement (this "Confirmation") is intended to confirm the terms and conditions of the transaction (the "Transaction") entered into between us on the Trade Date set forth below.

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