Common use of Representations and Warranties of Sponsor Clause in Contracts

Representations and Warranties of Sponsor. Sponsor hereby represents and warrants to Commodity Sub-Adviser that: (a) Sponsor is duly formed and validly existing as a Delaware limited liability company, with full power to carry out its obligations under this Agreement and the Trust Agreement. (b) This Agreement has been duly and validly authorized, executed and delivered by, and is a valid and binding contract of, Sponsor, enforceable in accordance with its terms. (c) Sponsor has met, and will continue to meet for so long as this Agreement remains in effect, any applicable federal or state requirements, or the applicable requirements of any regulatory agency or self-regulatory organization, necessary to be met in order to perform services for the Fund pursuant to this Agreement. (d) Sponsor is a commodity pool operator duly registered with the CFTC and is a member in good standing of the National Futures Association (“NFA”). Sponsor shall maintain such registration and membership in good standing during the term of this Agreement. (e) The Materials do not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading, or omit to state any material information required to be disclosed therein under the Commodity Exchange Act of 1936 (“CEA”), the Securities Act of 1933, and the rules promulgated thereunder; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished to Sponsor by or on behalf of Commodity Sub-Adviser as to it, including, without limitation, all references to Commodity Sub-Adviser and its affiliates, controlling persons, members, directors, officers and employees, as well as to Commodity Sub-Adviser’s trading approach and past performance record, which has been or may be provided by Commodity Sub-Adviser for inclusion in the Materials. (f) Shares of the Fund will be offered and sold in compliance with the requirements set forth in the Registration Statement, the Prospectus, the Trust Agreement and CFTC Regulation 4.12(c) (“Rule 4.12(c)”). In connection with the offer and sale of the Shares, Sponsor will, and Sponsor will use its reasonable efforts to ensure that any third party selling agents will, comply fully at all times with all federal, state and foreign securities laws, the CEA, Rule 4.12(c), and all rules and regulations applicable to the offer and sale of the Shares to the public. (g) The representations and warranties made in this Agreement by Sponsor shall be continuing during the term of this Agreement, and if at any time any event has occurred which would make or tend to make any of the foregoing not true, Sponsor will promptly notify Commodity Sub-Adviser. (h) Commodity Sub-Adviser’s failure to perform any of its obligations under the Agreement will be excused in the event such failure results from the failure by Sponsor to perform its responsibilities under this Agreement, provided that Commodity Sub-Adviser shall notify Sponsor of its nonperformance and shall use commercially reasonable efforts to provide Services under this Agreement notwithstanding such failure.

Representations and Warranties of Sponsor. The Sponsor hereby represents and warrants to Commodity Sub-Adviser Parent that: (a) Sponsor it is duly formed and organized, validly existing as a Delaware limited liability company, with full power to carry out and in good standing under the Laws of the jurisdiction of its obligations under this Agreement and the Trust Agreement.organization; (b) This Agreement it has all necessary organizational power and authority to execute and deliver this letter agreement and perform its obligations hereunder; (c) the execution, delivery and performance of this letter agreement by it has been duly and validly authorized, authorized and approved by all necessary limited partnership or corporate action (as applicable) by it; (d) this letter agreement has been duly and validly executed and delivered by, by the Sponsor and is (assuming due execution and delivery of this letter agreement by Parent) constitutes a valid and legally binding contract of, obligation of the Sponsor, enforceable against the Sponsor in accordance with its terms.the terms of this letter agreement (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (ce) Sponsor has metit has, and will continue to meet have for so long as this Agreement remains letter agreement shall remain in effect, any applicable federal sufficient funds, available lines of credit, unfunded capital commitments or state requirements, other sources of immediately available funds to fulfill its Equity Commitment or the applicable requirements of any regulatory agency or self-regulatory organization, necessary to be met in order to Damages Commitment hereunder and perform services for the Fund pursuant to its obligations under this Agreement. (d) Sponsor is a commodity pool operator duly registered with the CFTC and is a member in good standing of the National Futures Association (“NFA”). Sponsor shall maintain such registration and membership in good standing during the term of this Agreement. (e) The Materials do not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading, or omit to state any material information required to be disclosed therein under the Commodity Exchange Act of 1936 (“CEA”), the Securities Act of 1933, and the rules promulgated thereunder; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished to Sponsor by or on behalf of Commodity Sub-Adviser as to it, including, without limitation, all references to Commodity Sub-Adviser and its affiliates, controlling persons, members, directors, officers and employees, as well as to Commodity Sub-Adviser’s trading approach and past performance record, which has been or may be provided by Commodity Sub-Adviser for inclusion in the Materials.letter agreement; (f) Shares of the Fund will be offered and sold Equity Commitment or the Damages Commitment is less than the maximum amount that the Sponsor is permitted to invest in compliance with the requirements set forth in the Registration Statement, the Prospectus, the Trust Agreement and CFTC Regulation 4.12(c) (“Rule 4.12(c)”). In connection with the offer and sale of the Shares, Sponsor will, and Sponsor will use its reasonable efforts to ensure that any third party selling agents will, comply fully at all times with all federal, state and foreign securities laws, the CEA, Rule 4.12(c), and all rules and regulations applicable one portfolio investment pursuant to the offer and sale terms of the Shares to the public.its constituent documents or otherwise; (g) The representations all consents, approvals, authorizations, permits of, filings with and warranties made in this Agreement by Sponsor shall be continuing during notifications to, any Governmental Entity or any other person necessary for the term due execution, delivery and performance of this Agreementletter agreement by it have been obtained or made and all conditions thereof have been duly complied with, and if at no action, consent, permit, authorization by, and no notice to or filing with, any time governmental entity or any event has occurred other person is required in connection with the execution, delivery or performance of this letter agreement by the Sponsor; (h) there is no Action pending against it, or, to its knowledge, threatened against it, that restricts or prohibits the performance by it of its obligations under this letter agreement; (i) the execution, delivery and performance of this letter agreement by the Sponsor do not (i) violate the organizational documents of the Sponsor, (ii) violate any applicable Law or any court judgment binding on the Sponsor or the assets of the Sponsor or (iii) conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under, or otherwise require the consent or approval of any other person pursuant to, any material Contract to which it is a party; and (j) it is familiar with the Merger Agreement and the other documents and instruments delivered in connection therewith. Sponsor covenants and agrees that (i) it will not take any action or omit to take any action that would make or tend would reasonably be expected to make cause or result in any of the foregoing not truerepresentations and warranties to become untrue prior to the Closing, and (ii) in the event that Sponsor is required to make payments pursuant to the terms of this letter agreement, it will promptly notify Commodity Sub-Adviser. (h) Commodity Sub-Adviser’s failure call capital from the partners of Sponsor or its Affiliates or otherwise obtain funds in such amounts and at such times as necessary to perform any of fulfill its obligations under the Agreement will be excused in the event such failure results from the failure by Sponsor to perform its responsibilities under terms of this Agreement, provided that Commodity Sub-Adviser shall notify Sponsor of its nonperformance and shall use commercially reasonable efforts to provide Services under this Agreement notwithstanding such failureletter agreement.

Representations and Warranties of Sponsor. Sponsor hereby represents and warrants to Commodity Sub-Adviser Advisor that: (a) Sponsor is duly formed and validly existing as a Delaware limited liability company, with full power to carry out its obligations under this Agreement and the Trust Agreement. (b) This Agreement has been duly and validly authorized, executed and delivered by, and is a valid and binding contract of, Sponsor, enforceable in accordance with its terms. (c) Sponsor has met, and will continue to meet for so long as this Agreement remains in effect, any applicable federal or state requirements, or the applicable requirements of any regulatory agency or self-regulatory organization, necessary to be met in order to perform services for the Fund pursuant to this Agreement. (d) Sponsor is a commodity pool operator duly registered with the CFTC and is a member in good standing of the National Futures Association (“NFA”). Sponsor shall maintain such registration and membership in good standing during the term of this Agreement. (e) The Materials do not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading, or omit to state any material information required to be disclosed therein under the Commodity Exchange Act of 1936 (“CEA”), the Securities Act of 1933, and the rules promulgated thereunder; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished to Sponsor by or on behalf of Commodity Sub-Adviser Advisor as to it, including, without limitation, all references to Commodity Sub-Adviser Advisor and its affiliates, controlling persons, members, directors, officers and employees, as well as to Commodity Sub-AdviserAdvisor’s trading approach and past performance record, which has been or may be provided by Commodity Sub-Adviser Advisor for inclusion in the Materials. (f) Shares of the Fund will be offered and sold in compliance with the requirements set forth in the Registration Statement, the Prospectus, the Trust Agreement and CFTC Regulation 4.12(c) (“Rule 4.12(c)”). In connection with the offer and sale of the Shares, Sponsor will, and Sponsor will use its reasonable efforts to ensure that any third party selling agents will, comply fully at all times with all federal, state and foreign securities laws, the CEA, Rule 4.12(c), and all rules and regulations applicable to the offer and sale of the Shares to the public. (g) The representations and warranties made in this Agreement by Sponsor shall be continuing during the term of this Agreement, and if at any time any event has occurred which would make or tend to make any of the foregoing not true, Sponsor will promptly notify Commodity Sub-AdviserAdvisor. (h) Commodity Sub-Adviser’s failure to perform any of its obligations under the Agreement will be excused in the event such failure results from the failure by Sponsor to perform its responsibilities under this Agreement, provided that Commodity Sub-Adviser shall notify Sponsor of its nonperformance and shall use commercially reasonable efforts to provide Services under this Agreement notwithstanding such failure.

Representations and Warranties of Sponsor. Sponsor hereby represents and warrants to Commodity Sub-Adviser that: Parent as follows: (a) Sponsor is a limited partnership duly formed and organized, validly existing as a Delaware limited liability company, with full power to carry out its obligations and in good standing under this Agreement and the Trust Agreement. Laws of the State of Delaware; (b) This Agreement Sponsor has taken all action necessary to execute and deliver this letter agreement; (c) the execution, delivery and performance of this letter agreement does not contravene any provision of Sponsor’s certificate of incorporation, partnership agreement, operating agreement or similar organizational document or any Law binding on Sponsor or its assets; (d) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this letter agreement by Sponsor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this letter agreement; (e) this letter agreement has been duly and validly authorized, executed and delivered byby Sponsor and constitutes the legal, and is a valid and binding contract of, obligation of Sponsor, enforceable against Sponsor in accordance with its terms. , except that (ci) Sponsor has metsuch enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and will continue (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to meet equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; and (f) for so long as this Agreement remains letter agreement shall remain in effecteffect in accordance with its terms, any applicable federal or state requirements, or Sponsor shall have the applicable requirements of any regulatory agency or self-regulatory organization, necessary cash on hand and/or capital commitments available to be met in order called to pay and perform services for the Fund pursuant to its obligations under this Agreement. (d) Sponsor is a commodity pool operator duly registered with the CFTC and is a member in good standing of the National Futures Association (“NFA”). Sponsor shall maintain such registration and membership in good standing during the term of this Agreement. (e) The Materials do not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading, or omit to state any material information required to be disclosed therein under the Commodity Exchange Act of 1936 (“CEA”), the Securities Act of 1933, and the rules promulgated thereunder; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished to Sponsor by or on behalf of Commodity Sub-Adviser as to it, including, without limitation, all references to Commodity Sub-Adviser and its affiliates, controlling persons, members, directors, officers and employees, as well as to Commodity Sub-Adviser’s trading approach and past performance record, which has been or may be provided by Commodity Sub-Adviser for inclusion in the Materials. (f) Shares of the Fund will be offered and sold in compliance with the requirements set forth in the Registration Statement, the Prospectus, the Trust Agreement and CFTC Regulation 4.12(c) (“Rule 4.12(c)”). In connection with the offer and sale of the Shares, Sponsor will, and Sponsor will use its reasonable efforts to ensure that any third party selling agents will, comply fully at all times with all federal, state and foreign securities laws, the CEA, Rule 4.12(c)letter agreement, and all rules and regulations applicable funds necessary for Sponsor to the offer and sale of the Shares to the public. (g) The representations and warranties made in this Agreement by Sponsor shall be continuing during the term of this Agreement, and if at any time any event has occurred which would make or tend to make any of the foregoing not true, Sponsor will promptly notify Commodity Sub-Adviser. (h) Commodity Sub-Adviser’s failure to perform any of fulfill its obligations under the Agreement will be excused in the event such failure results from the failure by Sponsor this letter agreement shall remain available to perform its responsibilities under this Agreement, provided that Commodity Sub-Adviser shall notify Sponsor of its nonperformance and shall use commercially reasonable efforts to provide Services under this Agreement notwithstanding such failureSponsor.

Representations and Warranties of Sponsor. Sponsor hereby represents and warrants to Commodity Sub-Adviser that: (a) Sponsor is duly formed and validly existing as a Delaware limited liability company, with full power to carry out its obligations under this Agreement and the Trust Agreement. (b) This Agreement has been duly and validly authorized, executed and delivered by, and is a valid and binding contract of, Sponsor, enforceable in accordance with its terms. (c) Sponsor has met, and will continue to meet for so long as this Agreement remains in effect, any applicable federal or state requirements, or the applicable requirements of any regulatory agency or self-regulatory organization, necessary to be met in order to perform services for the Fund pursuant to this Agreement. (d) Sponsor is a commodity pool operator duly registered with the CFTC and is a member in good standing of the National Futures Association (“NFA”). Sponsor shall maintain such registration and membership in good standing during the term of this Agreement. (e) The Materials do not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading, or omit to state any material information required to be disclosed therein under the Commodity Exchange Act of 1936 (“CEA”), the Securities Act of 1933, and the rules promulgated thereunder; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished to Sponsor by or on behalf of Commodity Sub-Adviser as to it, including, without limitation, all references to Commodity Sub-Adviser and its affiliates, controlling persons, members, directors, officers and employees, as well as to Commodity Sub-Adviser’s trading approach and past performance record, which has been or may be provided by Commodity Sub-Adviser for inclusion in the Materials. (f) Shares of the Fund will be offered and sold in compliance with the requirements set forth in the Registration Statement, the Prospectus, the Trust Agreement and CFTC Regulation 4.12(c) (“Rule 4.12(c)”). In connection with the offer and sale of the Shares, Sponsor will, and Sponsor will use its reasonable efforts to ensure that any third party selling agents will, comply fully at all times with all federal, state and foreign securities laws, the CEA, Rule 4.12(c), and all rules and regulations applicable to the offer and sale of the Shares to the public. (g) The representations and warranties made in this Agreement by Sponsor shall be continuing during the term of this Agreement, and if at any time any event has occurred which would make or tend to make any of the foregoing not true, Sponsor will promptly notify Commodity Sub-Adviser. (h) Commodity Sub-Adviser’s failure to perform any of its obligations under the Agreement will be excused in the event such failure results from the failure by Sponsor to perform its responsibilities under this Agreement, provided that Commodity Sub-Adviser shall notify Sponsor of its nonperformance and shall use commercially reasonable efforts to provide Services under this Agreement notwithstanding such failure.