0001116502-09-000624 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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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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