0001116502-08-001226 Sample Contracts

MACROSHARES LICENSING AGREEMENT COVER PAGE
Licensing Agreement • 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.

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

This AMENDED AND RESTATED TRUST AGREEMENT, dated as of [ ], 2008 (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 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
2002 Isda Master Agreement • August 6th, 2008 • MacroShares Major Metro Housing Down Trust • Asset-backed securities • New York
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