Common use of Indemnification of the General Partner Clause in Contracts

Indemnification of the General Partner. the Trading Advisor and their Affiliates. (a) In any threatened, pending or completed action, arbitration, claim, demand, lawsuit or proceeding (each a ‘Proceeding’), to which the General Partner, the Trading Advisor or any of their affiliates was or is a party or is threatened to be made a party by reason of the fact that it is or was the general partner of the Partnership, or is or was the trading advisor of the Partnership, or is or was affiliated with the General Partner or the Trading Advisor, the Partnership shall indemnify, defend and hold harmless the General Partner, the Trading Advisor and their affiliates from and against any loss, liability, damage, cost, expense (including, without limitation, attorneys’ and accountants’ fees and expenses), judgments and amounts paid in settlement (collectively, ‘Losses’), incurred by them if the party claiming indemnification acted in good faith and in a manner it reasonably believed to be in, or not opposed to, the best interests of the Partnership and provided that the omission, act or conduct that was the basis for such Losses did not constitute willful misconduct, negligence or a breach of fiduciary obligations on the part of the General Partner or the Trading Advisor. The termination of any Proceeding by judgment, order or settlement, in and of itself, shall not create a presumption that the General Partner, the Trading Advisor or their affiliates did not act in good faith and in a manner which they reasonably believed to be in or not opposed to the best interests of the Partnership. (b) The Partnership shall make advances to the General Partner, the Trading Advisor and their affiliates hereunder in connection with a Proceeding only if (i) the Proceeding relates to the performance of duties or services by such persons to the Partnership and (ii) if the person receiving such advance agrees to repay the advance if such person ultimately is found by arbitration pursuant to Section 10.10, below of this Agreement not to be entitled to indemnification hereunder. (c) As used in this Agreement, the term ‘affiliate’ of the General Partner or the Trading Advisor shall mean the following: (i) any natural person, partnership, corporation, limited liability company, association or other legal entity directly or indirectly owning, controlling or holding with power to vote 10% or more of the outstanding voting securities of the General Partner or the Trading Advisor; (ii) any partnership, corporation, limited liability company, association or other legal entity 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote by the General Partner or the Trading Advisor; (iii) any natural person, partnership, corporation, limited liability company, association or other legal entity directly or indirectly controlling, controlled by, or under common control with, the General Partner or the Trading Advisor; or (iv) any officer, director, manager or member of the General Partner or the Trading Advisor.

Indemnification of the General Partner. the Trading Advisor and their Affiliates. (a) In any threatenedTo the fullest extent permitted by law, pending or completed action, arbitration, claim, demand, lawsuit or proceeding (each a ‘Proceeding’), to which the General Partner, its Affiliates and their directors, officers, partners, employees and agents (all of whom are hereinafter referred to in this Section 7.8 as the Trading Advisor or any of their affiliates was or is a party or is threatened to “Indemnities”) shall be made a party indemnified and held harmless by reason of the fact that it is or was the general partner of the Partnership, or is or was the trading advisor of the Partnership, or is or was affiliated with the General Partner or the Trading Advisor, the Partnership shall indemnify, defend and hold harmless the General Partner, the Trading Advisor and their affiliates from and against all and any losslosses, liabilityclaims, damagedamages, costliabilities (joint and several), expense expenses (including, without limitation, attorneys’ and accountants’ including legal fees and expenses), judgments judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (civil, criminal, administrative or investigative) in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise by reason of its status as (i) a general partner or an agent of the General Partner or an Affiliate thereof, (ii) a director, officer, partner, employee or agent of the General Partner or an Affiliate thereof or (iii) a Person serving at the request of the Partnership in another entity in a similar capacity, which relate to or arise out of the Partnership, its property, business or affairs, regardless of whether the Indemnitee continues to be the General Partner or an Affiliate thereof or a director, officer, partner, employee or agent of the General Partner or an Affiliate thereof at the time of any such liability or expense is paid in settlement or incurred, if (collectively, ‘Losses’), incurred by them if A) the party claiming indemnification Indemnitee acted in good faith and in a manner it reasonably believed to be in, or not opposed to, the best interests of the Partnership Partnership, and provided that with respect to any criminal proceeding, had no reasonable cause to believe its conduct was unlawful, and (B) the omission, act or Indemnitee’s conduct that was the basis for such Losses did not constitute willful misconduct, gross negligence or a breach of fiduciary obligations on the part of the General Partner willful or the Trading Advisorwanton misconduct. The termination of any Proceeding action, suit or proceeding by judgment, order or order, settlement, in and conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, shall not create a presumption that the General Partner, the Trading Advisor or their affiliates did not act in good faith and Indemnitee acted in a manner which they reasonably believed contrary to that specified in (A) or (B) above. Any indemnification pursuant to this Section 7.8 shall be in or not opposed to made only out of the best interests assets of the Partnership. (b) The All expenses or costs which are incurred by the Partnership shall make advances which are of a nature as to the General Partner, the Trading Advisor and their affiliates hereunder in connection with be reasonably required by a Proceeding only if (i) the Proceeding relates ServiceMaster Consumer Services Affiliate due to the performance of duties or services by such persons its relationship to ServiceMaster consumer Services Limited Partnership will be allocated to the Partnership and (ii) if included in operating expenses for all accounting purposes, including the person receiving calculation of Earnings. The Partnership may elect to purchase legal services, accounting services, management information services and other services from ServiceMaster Consumer Services Affiliates or from The ServiceMaster Company Limited Partnership at the cost of such advance agrees services to repay the advance if ServiceMaster Consumer Services Limited Partnership, such person ultimately is found by arbitration pursuant to Section 10.10, below of this Agreement not to be entitled to indemnification hereunderServiceMaster Consumer Services Affiliates or The ServiceMaster Company Limited Partnership. (c) As used To the fullest extent permitted by law, expenses (including legal fees) incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Partnership prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Partnership of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to the indemnification as authorized in this AgreementSection 7.8. (d) The indemnification provided by this Section shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, vote of the term ‘affiliate’ Partners, as a matter of law or otherwise, both as to action in the Indemnitee’s capacity as a General Partner or an Affiliate or as a director, officer or employee of the General Partner or an Affiliate and to action in any other capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the Trading Advisor shall mean the following: (i) any natural person, partnership, corporation, limited liability company, association or other legal entity directly or indirectly owning, controlling or holding with power to vote 10% or more benefit of the outstanding voting securities heirs, successors, assigns and administrators of the Indemnitee. (e) The Partnership may purchase and maintain insurance on behalf of the General Partner or the Trading Advisor; (ii) any partnership, corporation, limited liability company, association or and such other legal entity 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote by Persons as the General Partner shall determine against any liability that may be asserted against or expenses that may be incurred by such Person in connection with the Trading Advisor; Partnership’s activities, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement. (iiif) any natural person, partnership, corporation, limited In no event may an Indemnitee subject the Limited Partner to personal liability company, association or other legal entity directly or indirectly controlling, controlled by, or under common control with, the General Partner or the Trading Advisor; or (iv) any officer, director, manager or member in excess of the General Partner Limited Partner’s Capital Contribution by reason of these indemnification provisions. (g) An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.8 because the Trading AdvisorIndemnitee had an interest in the transaction with respect to which the indemnification applied if the transaction was otherwise permitted by the terms of this Agreement. (h) The provisions of this Section 7.8 are for the benefit of the Indemnities and shall not be deemed to create any rights for the benefit of any other Persons, except as provided in paragraph (d).

Indemnification of the General Partner. the Trading Advisor and their Affiliates. (a) In any threatenedTo the fullest extent permitted by law, pending or completed action, arbitration, claim, demand, lawsuit or proceeding (each a ‘Proceeding’), to which of the General Partner, its Affiliates and their directors, officers, partners, employees and agents and the Trading Advisor or any of their affiliates was or is a party or is threatened to be made a party by reason of the fact that it is or was the general partner of the Partnership, or is or was the trading advisor of the Partnership, or is or was affiliated with the Special General Partner or and its directors, officers, employees and agents (the Trading Advisor, “Indemnitees”) shall be indemnified and held harmless by the Partnership shall indemnify, defend and hold harmless the General Partner, the Trading Advisor and their affiliates from and against any lossand all losses, liabilityclaims, damagedamages, costliabilities, expense joint and several, expenses (including, without limitation, attorneys’ and accountants’ including legal fees and expenses), judgments judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise by reason of its status as (i) a general partner or an Affiliate thereof, (ii) a director, officer, partner, employee or agent of one of the General Partner or an Affiliate thereof or (iii) a Person serving at the request of the Partnership in another entity in a similar capacity, which relate to or arise out of the Partnership, its property, business or affairs, regardless of whether the Indemnitee continues to be the General Partner or an Affiliate thereof or a director, officer, partner, employee or agent of the General Partner or an Affiliate thereof at the time any such liability or expense is paid in settlement or incurred, if (collectively, ‘Losses’), incurred by them if A) the party claiming indemnification Indemnitee acted in good faith and in a manner it reasonably in good faith believed to be in, or not opposed to, the best interests of the Partnership Partnership, and, with respect to any criminal proceeding, had no reasonable cause to believe its conduct was unlawful, and provided that (B) the omission, act or Indemnitee’s conduct that was the basis for such Losses did not constitute willful misconduct, gross negligence or a breach of fiduciary obligations on the part of the General Partner willful or the Trading Advisorwanton misconduct. The termination of any Proceeding action, suit or proceeding by judgment, order or order, settlement, in and conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, shall not create a presumption that the General Partner, the Trading Advisor or their affiliates did not act in good faith and Indemnitee acted in a manner which they reasonably believed contrary to that specified in (A) or (B) above. Any indemnification pursuant to this Section 7.8 shall be in or not opposed to made only out of the best interests assets of the Partnership. (b) All expenses or costs which are incurred by the Partnership, and reasonably required by a ServiceMaster Affiliate due to its relationship to a ServiceMaster affiliate, will be allocated to the Partnership, and included in operating expenses for all accounting purposes. The Partnership shall make advances may elect to purchase legal services, accounting services, management information services and other services from ServiceMaster Affiliates, at the General Partner, the Trading Advisor and their affiliates hereunder in connection with a Proceeding only if (i) the Proceeding relates cost of such services to the performance of duties or services by such persons to the Partnership and (ii) if the person receiving such advance agrees to repay the advance if such person ultimately is found by arbitration pursuant to Section 10.10, below of this Agreement not to be entitled to indemnification hereunderServiceMaster Affiliates. (c) As used To the fullest extent permitted by law, expenses (including legal fees) incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Partnership prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Partnership of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this AgreementSection. (d) The indemnification provided by this Section 7.8 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, vote of the term ‘affiliate’ Partners, as a matter of law or otherwise, both as to action in the Indemnitee’s capacity as a General Partner or an Affiliate or as a director, officer or employee of the General Partner or an Affiliate and to action in any other capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the Trading Advisor shall mean the following: (i) any natural person, partnership, corporation, limited liability company, association or other legal entity directly or indirectly owning, controlling or holding with power to vote 10% or more benefit of the outstanding voting securities heirs, successors, assigns and administrators of the Indemnitee. (e) The Partnership may purchase and maintain insurance on behalf of the General Partner or the Trading Advisor; (ii) any partnership, corporation, limited liability company, association or and such other legal entity 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote by Persons as the General Partner shall determine against any liability that may be asserted against or expenses that may be incurred by such Person in connection with the Trading Advisor; Partnership’s activities, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement. (iiif) any natural person, partnership, corporation, limited In no event may an Indemnitee subject the Limited Partners to personal liability company, association or other legal entity directly liability in excess of such parties’ Capital Contribution by reason of these indemnification provisions. (g) An Indemnitee shall not be denied indemnification in whole or indirectly controlling, controlled by, or in part under common control with, this Section 7.8 because the General Partner or Indemnitee had an interest in the Trading Advisor; or transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. (ivh) any officer, director, manager or member The provisions of this Section 7.8 are for the benefit of the General Partner or Indemnitees and shall not be deemed to create any rights for the Trading Advisorbenefit of any other Persons.

Indemnification of the General Partner. the Trading Advisor and their Affiliates. (a) In any threatenedTo the fullest extent permitted by law, pending or completed action, arbitration, claim, demand, lawsuit or proceeding (each a ‘Proceeding’), to which the General Partner, its Affiliates and the Trading Advisor General Partner's and its Affiliates' directors, officers, partners, employees and agents (individually, an "Indemnitee") shall each be indemnified and held harmless by the Partnership from and against any and all losses, claims, damages, liabilities, joint and several, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or any of their affiliates was proceedings, civil, criminal, administrative or is investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or is threatened to be made a party otherwise by reason of its status as (x) a General Partner or an Affiliate thereof or (y) a director officer, partner, employee or agent of the fact that it is General Partner or was an Affiliate or (z) a Person serving at the general partner request of the Partnership in another entity in a similar capacity, which relate to or arise out of the Partnership, its property, business or is or was the trading advisor of the Partnershipaffairs, or is or was affiliated with the General Partner or the Trading Advisor, the Partnership shall indemnify, defend and hold harmless the General Partner, the Trading Advisor and their affiliates from and against any loss, liability, damage, cost, expense (including, without limitation, attorneys’ and accountants’ fees and expenses)the Initial Offering, judgments and amounts regardless of whether the Indemnitee continues to be the General Partner or an Affiliate thereof or a director, officer, partner, employee or agent of the General Partner or an Affiliate thereof at the time any such liability or expense is paid in settlement or incurred, if (collectively, ‘Losses’), incurred by them if i) the party claiming indemnification Indemnitee acted in good faith and in a manner it reasonably in good faith believed to be in, or not opposed to, the best interests of the Partnership Partnership, and, with respect to any criminal proceeding, had no reasonable cause to believe its conduct was unlawful, and provided that (ii) the omission, act or Indemnitee's conduct that was the basis for such Losses did not constitute willful misconduct, gross negligence or a breach of fiduciary obligations on the part of the General Partner willful or the Trading Advisorwanton misconduct. The termination of any Proceeding action, suit or proceeding by judgment, order or order, settlement, in and conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, shall not create a presumption that the General Partner, the Trading Advisor or their affiliates did not act in good faith and Indemnitee acted in a manner which they reasonably believed contrary to that specified in (i) or (ii) above. Any indemnification pursuant to this Section 6.9 shall be in or not opposed to made only out of the best interests assets of the Partnership. (b) The To the fullest extent permitted by law, expenses (including legal fees) incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Partnership shall make advances prior to the General Partnerfinal disposition of such claim, the Trading Advisor and their affiliates hereunder in connection with a Proceeding only if (i) the Proceeding relates to the performance of duties demand, action, suit or services proceeding upon receipt by such persons to the Partnership and (ii) if of an undertaking by or on behalf of the person receiving such advance agrees Indemnitee to repay such amount if it shall be determined that the advance if such person ultimately Indemnitee is found by arbitration pursuant to Section 10.10, below of this Agreement not entitled to be entitled to indemnification hereunderindemnified as authorized in this Section 6.9. (c) As used The indemnification provided by this Section 6.9 shall be in this Agreementaddition to any other rights to which an Indemnitee may be entitled under any agreement, vote of the term ‘affiliate’ Partners, as a matter of law or otherwise, both as to action in the Indemnitee's capacity as the General Partner or an Affiliate thereof or as a director, officer, partner, employee, or agent of the General Partner or an Affiliate thereof and to action in any other capacity (including, without limitation, any capacity under the Trading Advisor Underwriting Agreement and the Conveyance Agreement), and shall mean continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the following: (i) any natural person, partnership, corporation, limited liability company, association or other legal entity directly or indirectly owning, controlling or holding with power to vote 10% or more benefit of the outstanding voting securities heirs, successors, assigns and administrators of the Indemnitee. (d) The Partnership may purchase and maintain insurance on behalf of the General Partner or the Trading Advisor; (ii) any partnership, corporation, limited liability company, association or and such other legal entity 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote by Persons as the General Partner shall determine against any liability that may be asserted against, or the Trading Advisor; (iii) any natural person, partnership, corporation, limited liability company, association or other legal entity directly or indirectly controlling, controlled expense that may be incurred by, or such Person in connection with the Partnership's activities, regardless of whether the Partnership would have the power to indemnify such Person against such liability under common control withthe provisions of this Agreement. (e) For the purposes of this Section 6.9, the General Partner Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Partnership also imposes duties on, or otherwise involves services by, it to the Trading Advisor; plan or (iv) any officer, director, manager participants or member beneficiaries of the General Partner plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall be deemed "fines" within the meaning of Section 6.9(a); and action taken or omitted by it with respect to an employee benefit plan in the Trading Advisorperformance of its duties for a purpose reasonably believed by it to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is in, or not opposed to, the best interest of the Partnership. (f) In no event may an Indemnitee subject the Limited Partners or Assignees to personal liability by reason of these indemnification provisions. (g) An Indemnitee shall not be denied indemnification in whole or in part under this Section 6.9 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. (h) The provisions of this Section 6.9 are for the benefit of the Indemnitees and shall not be deemed to create any rights for the benefit of any other Persons.

Indemnification of the General Partner. the Trading Advisor and their Affiliates. (a) In any threatenedTo the fullest extent permitted by law, pending or completed action, arbitration, claim, demand, lawsuit or proceeding (each a ‘Proceeding’), to which the General Partner, its Affiliates and their directors, officers, partners, employees and agents (all of whom are hereinafter referred to in this Section 7.8 as the Trading Advisor or any of their affiliates was or is a party or is threatened to “Indemnities”) shall be made a party indemnified and held harmless by reason of the fact that it is or was the general partner of the Partnership, or is or was the trading advisor of the Partnership, or is or was affiliated with the General Partner or the Trading Advisor, the Partnership shall indemnify, defend and hold harmless the General Partner, the Trading Advisor and their affiliates from and against all and any losslosses, liabilityclaims, damagedamages, costliabilities (joint and several), expense expenses (including, without limitation, attorneys’ and accountants’ including legal fees and expenses), judgments judgments, fines, settlements and other amounts paid in settlement arising from any and all claims, demands, actions, suits or proceedings (collectivelycivil, ‘Losses’criminal, administrative or investigative), incurred in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise by them reason of its status as (i) a general partner or an agent of the General Partner or an Affiliate thereof or (ii) a director, officer, partner, employee or agent of the General Partner or an Affiliate thereof, or (iii) a Person serving at the request of the Partnership in another entity in a similar capacity, which relate to or arise out of the Partnership, its property, business or affairs, regardless of whether the Indemnitee continues to be the General Partner or an Affiliate thereof or the General Partner or an Affiliate thereof at the time of any such liability or expense is paid or incurred, if (A) the party claiming indemnification Indemnitee acted in good faith and in a manner it reasonably believed to be in, or not opposed to, the best interests of the Partnership Partnership, and provided that with respect to any criminal proceeding, had no reasonable cause to believe its conduct was unlawful, and (B) the omission, act or Indemnitee’s conduct that was the basis for such Losses did not constitute willful misconduct, gross negligence or a breach of fiduciary obligations on the part of the General Partner willful or the Trading Advisorwanton misconduct. The termination of any Proceeding action, suit or proceeding by judgment, order or order, settlement, in and conviction or upon a plea or nolo contendere, or its equivalent, shall not, of itself, shall not create a presumption that the General Partner, the Trading Advisor or their affiliates did not act in good faith and Indemnitee acted in a manner which they reasonably believed contrary to that specified in (A) or (B) above. Any indemnification pursuant to this Section 7.8 shall be in or not opposed to made only out of the best interests assets of the Partnership. (b) The All expenses or costs which are incurred by the Partnership shall make advances which are of a nature as to the General Partner, the Trading Advisor and their affiliates hereunder in connection with be reasonably required by a Proceeding only if (i) the Proceeding relates ServiceMaster Consumer Services Affiliate due to the performance of duties or services by such persons its relationship to a ServiceMaster Consumer Services Affiliate will be allocated to the Partnership and (ii) if included in operating expenses for all accounting purposes, including the person receiving calculation of Earnings. The Partnership may elect to purchase legal services, accounting services, management information services and other services from ServiceMaster Consumer Services Affiliates or from The ServiceMaster Company at the cost of such advance agrees services to repay the advance if such person ultimately is found by arbitration pursuant to Section 10.10, below of this Agreement not to be entitled to indemnification hereunderServiceMaster Consumer. Services Affiliates or The ServiceMaster Company. (c) As used To the fullest extent permitted by law, expenses (including legal fees) incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Partnership prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Partnership of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to the indemnification as authorized in this AgreementSection. (d) The indemnification provided by this Section shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, vote of the term ‘affiliate’ Partners; as a matter of law or otherwise, both as to action in the Indemnitee’s capacity as a General Partner or an Affiliate or as a director, officer or employee of the General Partner or an Affiliate and to action in any other capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the Trading Advisor shall mean the following: (i) any natural person, partnership, corporation, limited liability company, association or other legal entity directly or indirectly owning, controlling or holding with power to vote 10% or more benefit of the outstanding voting securities heirs, successors, assigns and administrators of the (e) The Partnership may purchase and maintain insurance on behalf of the General Partner or the Trading Advisor; (ii) any partnership, corporation, limited liability company, association or and such other legal entity 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote by Persons as the General Partner shall determine against any liability that may be asserted against or expenses that may be incurred by such Person in connection with the Trading Advisor; Partnership’s activities, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement. (iiif) any natural person, partnership, corporation, limited In no event may an Indemnitee subject the Limited Partners to personal liability company, association in excess of such Limited Partner’s Capital Contribution by reason of these indemnification provisions. (g) An Indemnitee shall not be denied indemnification in whole or other legal entity directly or indirectly controlling, controlled by, or in part under common control with, this Section because the General Partner or Indemnitee had an interest in the Trading Advisor; or transaction with respect to which the indemnification applied if the transaction was otherwise permitted by the terms of this Agreement. (ivh) any officer, director, manager or member The provisions of this Section are for the benefit of the General Partner or Indemnities and shall not be deemed to create any rights for the Trading Advisorbenefit of any other Persons, except as provided in paragraph (d).

Indemnification of the General Partner. the Trading Advisor and their Affiliates. (a) In any threatened, pending or completed action, arbitration, claim, demand, lawsuit or proceeding (each a ‘Proceeding’), to which To the General Partnerfullest extent permitted by law, the Trading Advisor Partnership is required to indemnify, defend, and hold harmless each of the following: (i) The General Partner from and against all claims it may incur as a result of having been, being, or any of their affiliates was or is a party or is threatened to be made a party by reason of the fact that named defendant or respondent in a proceeding because it is or was the general partner General Partner in the Partnership or is performing or had performed the obligations of the General Partner with respect to the Partnership, or SPECIFICALLY INCLUDING CLAIMS BASED ON OR ARISING FROM THE GENERAL PARTNER'S SOLE, PARTIAL, OR CONCURRENT NEGLIGENCE, but excluding any such items incurred as a result of something for which the General Partner is or was the trading advisor liable under Section 5.6; (ii) Each of the Partnershipaffiliates of the General Partner and each of their respective officers, managers, directors, partners, owners, employees, and agents (collectively, the "Indemnified Affiliates") from and against all claims such person may incur as a result of having been, being, or is threatened to be made a named defendant or was affiliated respondent in a proceeding as a result of such Indemnified Affiliate's relationship with the General Partner or the Trading Advisor, the Partnership shall indemnify, defend and hold harmless the with any affiliate of The General Partner, SPECIFICALLY INCLUDING CLAIMS BASED ON OR ARISING FROM THE INDEMNIFIED AFFILIATE'S SOLE, PARTIAL, OR CONCURRENT NEGLIGENCE; (iii) The General Partner and each Indemnified Affiliate (collectively, the Trading Advisor and their affiliates "Indemnified Persons") from and against any lossall claims such person may incur as a result of having been, liabilitybeing, damage, cost, expense (including, without limitation, attorneys’ and accountants’ fees and expenses), judgments and amounts paid in settlement (collectively, ‘Losses’), incurred by them if the party claiming indemnification acted in good faith and or threatened to be made a named defendant or respondent in a manner it reasonably believed to be in, proceeding as a result of such person having served or not opposed to, serving at the best interests request of the Partnership as a representative (as defined in the Partnership Act) of another Person, SPECIFICALLY INCLUDING CLAIMS BASED ON OR ARISING FROM THE INDEMNIFIED PERSON'S SOLE, PARTIAL, OR CONCURRENT NEGLIGENCE; (iv) Each Indemnified Person from and provided against all claims such person may incur as a result of appearing as a witness or other participation in a proceeding that involves or affects the omissionPartnership; (v) Each Indemnified Person from and against all claims such person may incur as a result of having performed or performing services for the Partnership, act SPECIFICALLY INCLUDING CLAIMS BASED ON OR ARISING FROM THE INDEMNIFIED PERSON'S SOLE, PARTIAL, OR CONCURRENT NEGLIGENCE. (b) The rights of an Indemnified Person under this Section include the right to be paid or conduct reimbursed by the Partnership for expenses incurred in defending any proceeding in advance of its final disposition to the maximum extent permitted by law (as the same exists or as it may hereafter be amended to the extent the amended version is more favorable to person seeking a remedy under this Section). (c) If a claim for indemnification or advancement of expenses hereunder is not paid in full by the Partnership within 90 days after a written claim has been received by the Partnership, the person seeking a remedy under this Section may at any time thereafter bring suit against the Partnership to recover the unpaid amount of the claim, and if successful in whole or in part, the person seeking a remedy under this Section will also be entitled to be paid the expenses of prosecuting such claim. It will be a defense to any such action that was such indemnification or advancement of costs of defense are not permitted under law, but the basis for burden of proving such Losses did not constitute willful misconduct, negligence or a breach of fiduciary obligations defense will be on the part Partnership. Neither of the General Partner following will be a defense to the action or the Trading Advisor. The termination of any Proceeding by judgment, order or settlement, in and of itself, shall not create a presumption that such indemnification or advancement is not permissible: (i) the General Partnerfailure of the Partnership or any other person or persons who are authorized to determine if indemnification is permissible under law to have made a determination prior to the commencement of such action that indemnification of, or advancement of costs of defense to, the Trading Advisor person seeking a remedy under this Section is permissible in the circumstances; and (ii) an actual determination by the Partnership or their affiliates did any other person or persons who are authorized to determine if indemnification is permissible under law that such indemnification or advancement is not act in good faith permissible. (d) The right of any Indemnified Person under this Section will survive the termination of that person's status as an Indemnified Person and in a manner which they reasonably believed to be in or not opposed to the best interests termination of this Agreement and the dissolution of the Partnership. (be) The Partnership shall make advances In the event of the death of a person seeking a remedy under this Section, the right under this Section will inure to the General Partnerbenefit of such person's heirs, the Trading Advisor executors, administrators, and their affiliates hereunder in connection with a Proceeding only if (i) the Proceeding relates to the performance of duties or services by such persons to the Partnership and (ii) if the person receiving such advance agrees to repay the advance if such person ultimately is found by arbitration pursuant to Section 10.10, below of this Agreement not to be entitled to indemnification hereunderpersonal representatives. (cf) As used The rights conferred in this AgreementSection will not be exclusive of any other right that a person seeking a remedy under this Section may have or hereafter acquire under any statute, the term ‘affiliate’ resolution of the General Partner or the Trading Advisor shall mean the following: (i) any natural personPartners, partnership, corporation, limited liability company, association or other legal entity directly or indirectly owning, controlling or holding with power to vote 10% or more of the outstanding voting securities of the General Partner or the Trading Advisor; (ii) any partnership, corporation, limited liability company, association or other legal entity 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote by the General Partner or the Trading Advisor; (iii) any natural person, partnership, corporation, limited liability company, association or other legal entity directly or indirectly controlling, controlled byagreement, or under common control with, the General Partner or the Trading Advisor; or (iv) any officer, director, manager or member of the General Partner or the Trading Advisorotherwise.

Indemnification of the General Partner. the Trading Advisor and their Affiliates. (a) In any threatenedThe Partnership shall indemnify to the fullest extent permitted by law, pending or completed actiondefend and hold the General Partner and its Affiliates, arbitrationand, claim, demand, lawsuit or proceeding (each a ‘Proceeding’), to which in the discretion of the General Partner, the Trading Advisor or any of their affiliates was or is a party or is threatened to be made a party by reason of the fact that it is or was the general partner of the Partnership, or is or was the trading advisor of the Partnership, or is or was affiliated with the General Partner or the Trading Advisor, the Partnership shall indemnify, defend and hold ’s Affiliates (each an “Indemnified Party”) harmless the General Partner, the Trading Advisor and their affiliates from and against any loss, liability, damage, costcost or expense, expense (including, without limitationbut not limited to, attorneys’ fees, fines, settlements and accountants’ fees and expenses)liabilities of the Indemnified Party, judgments and amounts paid in settlement (collectivelydefense of any demands, ‘Losses’)claims or lawsuits against the Indemnified Party, incurred by them if in or as a result of or relating to its or their capacity, actions or omissions as General Partner or as an Affiliate, concerning the party claiming indemnification acted in good faith and in a manner it reasonably believed to be inbusiness or activities undertaken on behalf of the Partnership, or including, but not opposed limited to, any demands, claims or lawsuits initiated by a Limited Partner or resulting from or relating to the best interests offer and sale of the Partnership and interests in the Partnership, provided that the omissionacts or omissions of the Indemnified Party are not found by a court of competent jurisdiction upon entry of a final judgment to be the result of gross negligence, act fraud or conduct that was the basis for such Losses did not constitute willful misconduct, negligence or a breach of fiduciary obligations on the part of the General Partner or the Trading Advisor. The termination of any Proceeding by judgment, order or settlement, in and of itself, shall not create a presumption that the General Partner, the Trading Advisor or their affiliates did not act in good faith and in a manner which they reasonably believed to be in or not opposed to the best interests of the Partnership. (b) The Indemnified Party shall be entitled to receive advances to cover the costs of defending any claim or action against them; provided, however, that any such advances shall be repaid to the Partnership if such Indemnified Party is found by a court of competent jurisdiction upon entry of a final judgment to have been engaged in fraud, willful misconduct, or gross negligence. The Partnership shall make advances all indemnification provided for pursuant to this Sec. 2.6 solely out of Partnership assets, and only to the General Partnerextent of such assets, the Trading Advisor and their affiliates hereunder in connection with a Proceeding only if (i) the Proceeding relates subject to Section 3.8(c). Subject to the performance extent of duties or services by such persons to available assets in the preceding sentence, all rights of an Indemnified Party shall survive the dissolution of the Partnership and (ii) if the person receiving such advance agrees to repay death, retirement, removal, dissolution, incompetency or insolvency of the advance if such person ultimately is found by arbitration pursuant to Section 10.10, below Indemnified Party. The provisions of this Agreement Sec. 2.6 shall not limit, or be deemed to be entitled to indemnification hereunder. (c) As used in this Agreementa waiver of, the term ‘affiliate’ of rights granted to all investors under the General Partner or the Trading Advisor shall mean the following: (i) any natural person, partnership, corporation, limited liability company, association or other legal entity directly or indirectly owning, controlling or holding with power to vote 10% or more of the outstanding voting state and federal securities of the General Partner or the Trading Advisor; (ii) any partnership, corporation, limited liability company, association or other legal entity 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote by the General Partner or the Trading Advisor; (iii) any natural person, partnership, corporation, limited liability company, association or other legal entity directly or indirectly controlling, controlled by, or under common control with, the General Partner or the Trading Advisor; or (iv) any officer, director, manager or member of the General Partner or the Trading Advisorlaws.

Indemnification of the General Partner. the Trading Advisor and their Affiliates. (a) In To the fullest extent permitted by law, the Partnership shall and does hereby indemnify an Indemnitee from and against any threatenedand all losses, pending claims, damages, liabilities, joint or completed actionseveral, arbitration, claim, demand, lawsuit or proceeding expenses (each a ‘Proceeding’including reasonable legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings (including arbitration and mediation proceedings), civil, criminal, administrative or investigative, that relate, directly or indirectly, to the formation, business or operations of the Partnership in which the General Partnerany Indemnitee may be involved, the Trading Advisor or any of their affiliates was or is a party or is threatened to be made involved, as a party party, witness or otherwise, by reason of the fact that such Person was an Indemnitee, whether or not the same shall proceed to judgment or be settled or otherwise be brought to a conclusion, except only if and to the extent that it is finally adjudicated that the act or was the general partner omission of the PartnershipIndemnitee was material to the matter giving rise to the proceeding and was committed with fraud, gross negligence or is or was the trading advisor of the Partnership, or is or was affiliated with the General Partner or the Trading Advisor, the Partnership shall indemnify, defend and hold harmless the General Partner, the Trading Advisor and their affiliates from and against any loss, liability, damage, cost, expense (including, without limitation, attorneys’ and accountants’ fees and expenses), judgments and amounts paid in settlement (collectively, ‘Losses’), incurred by them if the party claiming indemnification acted in good faith and in a manner it reasonably believed to be in, or not opposed to, the best interests of the Partnership and provided that the omission, act or conduct that was the basis for such Losses did not constitute willful misconduct, negligence or a breach of fiduciary obligations on the part of the General Partner or the Trading Advisor. The termination of any Proceeding proceeding by judgment, order or settlement, in and of itself, shall settlement does not create a presumption that the Indemnitee did not meet the requisite standard of conduct set forth in this Section 5.1(a). Any indemnification pursuant to this Section 5.1 shall be made only out of the assets of the Partnership and no Partner shall have any personal liability therefor. The provisions of this Section 5.1 are for the benefit of the Indemnitees, their heirs, successors, assigns, personal representatives and administrators, and shall not be deemed to create any rights for the benefit of any other Persons. The foregoing notwithstanding, the General Partner (or any former General Partner) shall not be entitled to indemnification from the Partnership with respect to matters provided for in Sections 9.1 and 9.2 of the Formation Agreement. (b) Reasonable expenses incurred by an Indemnitee who is a party or witness in a proceeding shall be paid or reimbursed by the Partnership in advance of the final disposition of the proceeding upon receipt by the Partnership of (i) a written affirmation by the Indemnitee of the Indemnitee's good faith belief that the standard of conduct necessary for indemnification by the Partnership, as authorized in this Section 5.1, has been met, and (ii) a written undertaking by or on behalf of the Indemnitee to repay the amount paid or reimbursed if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified hereunder. (c) The indemnification provided by this Section 5.1 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity. The Partnership shall purchase and maintain insurance, on behalf of the Indemnitees, against any liability that may be asserted against or expenses that may be incurred by such Person in connection with the Partnership's activities, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement. An Indemnitee shall not be denied indemnification in whole or in part under this Section 5.1 solely because the Indemnitee had an interest in the transaction with 27 respect to which the indemnification applies. (d) For purposes of this Section 5.1, the Trading Advisor Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Partnership also imposes duties on, or their affiliates did not act otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute fines within the meaning of this Section 5.1; and actions taken or omitted by the Indemnitee with respect to an employee benefit plan in good faith and in the performance of its duties for a manner which they purpose reasonably believed by it to be in or the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Partnership. (b) The Partnership shall make advances to the General Partner, the Trading Advisor and their affiliates hereunder in connection with a Proceeding only if (i) the Proceeding relates to the performance of duties or services by such persons to the Partnership and (ii) if the person receiving such advance agrees to repay the advance if such person ultimately is found by arbitration pursuant to Section 10.10, below of this Agreement not to be entitled to indemnification hereunder. (c) As used in this Agreement, the term ‘affiliate’ of the General Partner or the Trading Advisor shall mean the following: (i) any natural person, partnership, corporation, limited liability company, association or other legal entity directly or indirectly owning, controlling or holding with power to vote 10% or more of the outstanding voting securities of the General Partner or the Trading Advisor; (ii) any partnership, corporation, limited liability company, association or other legal entity 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote by the General Partner or the Trading Advisor; (iii) any natural person, partnership, corporation, limited liability company, association or other legal entity directly or indirectly controlling, controlled by, or under common control with, the General Partner or the Trading Advisor; or (iv) any officer, director, manager or member of the General Partner or the Trading Advisor.

Indemnification of the General Partner. A. To the Trading Advisor and their Affiliates. (a) In any threatened, pending or completed action, arbitration, claim, demand, lawsuit or proceeding (each a ‘Proceeding’), to which the General Partner, the Trading Advisor or any of their affiliates was or is a party or is threatened to be made a party fullest extent permitted by reason of the fact that it is or was the general partner of the Partnership, or is or was the trading advisor of the Partnership, or is or was affiliated with the General Partner or the Trading AdvisorDelaware law, the Partnership shall indemnify, defend and hold harmless the General Partner, the Trading Advisor and their affiliates indemnify each Indemnitee from and against any lossand all losses, liabilityclaims, damagedamages, costliabilities, expense joint or several, expenses (including, without limitation, attorneys’ attorneys fees and accountants’ other legal fees and expenses), judgments judgments, fines, settlements, and other amounts paid in settlement arising from any and all claims, demands, actions, suits or proceedings (collectively, ‘Losses’actual or threatened), incurred by them if civil, criminal, administrative or investigative, that relate to the party claiming indemnification acted in good faith and in a manner it reasonably believed to be in, or not opposed to, the best interests operations of the Partnership and provided that as set forth in this Agreement, in which such Indemnitee may be involved, or is threatened to be involved, as a party or otherwise by reason of such Person’s service to or on behalf of or management of affairs of the omissionPartnership, its properties, business or affairs, unless it is established that: (i) the act or conduct that was omission giving rise to the basis for such Losses did not constitute claim, demand, suit or proceeding constituted bad faith, willful misconduct, gross negligence or a breach reckless disregard of fiduciary obligations on the part of the General Partner or the Trading Advisorduties. The termination of any Proceeding proceeding by conviction of an Indemnitee or upon a plea of nolo contendere or its equivalent by an Indemnitee, or an entry of an order of probation against an Indemnitee prior to judgment, order or settlementshall not, in and of itself, shall not create a presumption that the General Partner, the Trading Advisor or their affiliates did not act in good faith and Indemnitee acted in a manner contrary to that specified in this Section 7.07.A. B. Any indemnification pursuant to this Section 7.07 shall be made only out of the assets of the Partnership (including any income retained by the Partnership), and neither the General Partner nor any Limited Partner shall have any obligation to contribute to the capital of the Partnership, or otherwise provide funds, to enable the Partnership to fund its obligations under this Section 7.07. C. Reasonable expenses incurred by an Indemnitee who is a party to a proceeding shall be paid or reimbursed by the Partnership in advance of the final disposition of the proceeding upon receipt by the Partnership of (i) a written affirmation by the Indemnitee of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Partnership as authorized in Section 7.07.A. has been met, and (ii) a written undertaking by or on behalf of the Indemnitee to repay the amount if it shall ultimately be determined that the standard of conduct has not been met. D. The indemnification provided by this Section 7.07 shall be in addition to any other rights to which they an Indemnitee or any other Person may be entitled under any agreement, pursuant to any vote of the Partners, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity unless otherwise provided in a written agreement pursuant to which such Indemnitee is indemnified. E. The Partnership may, but shall not be obligated to, purchase and maintain insurance, on behalf of the Indemnitees and such other Persons as the Board of Directors shall determine, against any liability that may be asserted against or expenses that may be incurred by such Person in connection with the Partnership’s activities, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement. F. For purposes of this Section 7.07, the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Partnership also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute fines within the meaning of this Section 7.07; and actions taken or omitted by the Indemnitee with respect to an employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in or the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Partnership. (b) The Partnership shall make advances G. In no event may an Indemnitee subject any of the Partners to personal liability by reason of the General Partner, the Trading Advisor and their affiliates hereunder in connection with a Proceeding only if (i) the Proceeding relates to the performance of duties or services by such persons to the Partnership and (ii) if the person receiving such advance agrees to repay the advance if such person ultimately is found by arbitration pursuant to Section 10.10, below of this Agreement not to be entitled to indemnification hereunder. (c) As used provisions set forth in this Agreement, . H. An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.07 because the term ‘affiliate’ Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. I. The provisions of this Section 7.07 are for the benefit of the General Partner Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons. Any amendment, modification or repeal of this Section 7.07 or any provision hereof shall be prospective only and shall not in any way affect the Trading Advisor shall mean the following: (i) Partnership’s liability to any natural personIndemnitee under this Section 7.07, partnershipas in effect immediately prior to such amendment, corporation, limited liability company, association or other legal entity directly or indirectly owning, controlling or holding with power to vote 10% or more of the outstanding voting securities of the General Partner or the Trading Advisor; (ii) any partnership, corporation, limited liability company, association or other legal entity 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote by the General Partner or the Trading Advisor; (iii) any natural person, partnership, corporation, limited liability company, association or other legal entity directly or indirectly controlling, controlled bymodification, or under common control withrepeal, the General Partner with respect to claims arising from or the Trading Advisor; relating to matters occurring, in whole or (iv) any officerin part, directorprior to such amendment, manager modification or member repeal, regardless of the General Partner when such claims may arise or the Trading Advisorbe asserted.

Indemnification of the General Partner. the Trading Advisor and their Affiliates. (a) In any threatened, pending or completed action, arbitration, claim, demand, lawsuit or proceeding (each a ‘Proceeding’), to which To the General Partner, fullest extent allowed by the Trading Advisor or any of their affiliates was or is a party or is threatened to be made a party by reason of the fact that it is or was the general partner of the Partnership, or is or was the trading advisor of the Partnership, or is or was affiliated with the General Partner or the Trading AdvisorAct and other applicable law, the Partnership shall indemnify, defend against and hold save harmless the General PartnerPartner and its Officers, the Trading Advisor directors, shareholders, employees and their affiliates from and against agents from, any loss, liability, damage, cost, expense expenses (including, without limitation, including reasonable attorneys’ and accountants’ ' fees and expensescourt costs), judgments and amounts paid in settlement (collectivelyliabilities, ‘Losses’)claims, causes of action, losses or damages incurred by them if reason of any act or omission performed or omitted by or on behalf of the party claiming indemnification acted General Partner in good faith on behalf of the Partnership or the Limited Partners and in a manner it reasonably believed to be in, or not opposed to, the best interests of the Partnership and provided that the omission, act or conduct that was the basis for such Losses did not constitute willful misconduct, negligence or a breach of fiduciary obligations on the part of by the General Partner or its Officers, directors, shareholders, employees or agents to be within the Trading Advisor. The termination scope of any Proceeding authority granted to it by judgmentthis Agreement, order or settlement, in and of itself, shall not create a presumption that if the General PartnerPartner or its Officers, directors, shareholders, employees or agents to be within the Trading Advisor scope of authority granted to it by this Agreement, or their affiliates did not act in good faith and in a manner which they if the General Partner or its Officers, directors, shareholders, employees or agents reasonably believed to be in the act or omission was not opposed to the Partnership's best interests of the Partnershipand was not unlawful, REGARDLESS OF WHETHER SUCH ACT OR OMISSION CONSTITUTED THE SOLE, PARTIAL OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF THE GENERAL PARTNER OR ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES OR AGENTS. (b) The Partnership scope of the indemnification provided in this Section shall make advances not be greater than that permitted pursuant to the General Partner, the Trading Advisor and their affiliates hereunder in connection with a Proceeding only if (i) the Proceeding relates to the performance provisions of duties or services by such persons to the Partnership and (ii) if the person receiving such advance agrees to repay the advance if such person ultimately is found by arbitration pursuant to Section 10.10, below of this Agreement not to be entitled to indemnification hereunder. (c) As used in this Agreement, the term ‘affiliate’ 17-108 of the General Partner or the Trading Advisor shall mean the following: (i) any natural personAct, partnership, corporation, limited liability company, association or other legal entity directly or indirectly owning, controlling or holding with power to vote 10% or more and such provisions of the outstanding voting securities Act are incorporated herein in their entirety. The satisfaction of the General any indemnification under this Section shall be from and limited to Partnership assets, including insurance proceeds, if any, and no Limited Partner or the Trading Advisor; (ii) shall have any partnership, corporation, limited personal liability company, association or other legal entity 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote by the General Partner or the Trading Advisor; (iii) any natural person, partnership, corporation, limited liability company, association or other legal entity directly or indirectly controlling, controlled by, or under common control with, the General Partner or the Trading Advisor; or (iv) any officer, director, manager or member of the General Partner or the Trading Advisoron account thereof.