Common use of REPRESENTATIONS AND WARRANTIES OF THE LEAD SELLING AGENT Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE LEAD SELLING AGENT. The Lead Selling Agent represents and warrants (in its capacities as both Lead Selling Agent and Futures Broker) to the Trust, the Managing Owner and JWH, as follows: (a) The Lead Selling Agent is a corporation duly organized and validly existing and in good standing under the laws of the State of Delaware and in good standing and qualified to do business in the State of Illinois and in each other jurisdiction in which the nature or conduct of its business requires such qualification and the failure to be duly qualified would materially adversely affect the Futures Broker's ability to perform its obligations hereunder or under the Customer Agreement. The Lead Selling Agent has full corporate power and authority to perform its obligations under the Customer Agreement and this Agreement and as described in the Registration Statement and Prospectus. (b) All references to the Lead Selling Agent and its principals in the Registration Statement and Prospectus are accurate and complete in all material respects, and set forth in all material respects the information required to be disclosed therein under the Commodity Act and the rules and regulations thereunder. As to the Lead Selling Agent and its principals (i) the Registration Statement and Prospectus contain all statements and information required to be included therein under the Commodity Act and the rules and regulations thereunder, (ii) the Registration Statement (with respect to the information relating to the Lead Selling Agent furnished to the Managing Owner) as of its effective date did not contain any misleading or untrue statement of a material fact or omit to state a material fact which is required to be stated therein or necessary to make the statements therein not misleading and (iii) the Prospectus (as approved in pertinent part by the Lead Selling Agent) at its date of issue and as of the Initial Closing Time, as supplemented, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, in light of the circumstances under which such statements were made. (c) The Lead Selling Agent has all Federal and state governmental, regulatory and commodity exchange licenses and approvals, and has effected all filings and registrations with Federal and state governmental and regulatory agencies required to conduct its business and to act as described in the Registration Statement and Prospectus or required to perform its obligations under the Customer Agreement, the Trading Advisory Agreement and this Agreement (including, without limitation, membership of the Lead Selling Agent as a dealer in NASD and registration of the Lead Selling Agent as a futures commission merchant under the Commodity Act and membership of the Lead Selling Agent as a futures commission merchant in NFA), and the performance of such obligations will not violate or result in a breach of any provision of the Lead Selling Agent's certificate of incorporation, by-laws or any agreement, instrument, order, law or regulation binding upon the Lead Selling Agent. (d) Each of the Customer Agreement and this Agreement has been duly authorized, executed and delivered by the Lead Selling Agent, and this Agreement constitutes a valid, binding and enforceable agreement of the Lead Selling Agent in accordance with its terms. (e) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as may otherwise be stated in or contemplated by the Registration Statement and the Prospectus, there has not been any material adverse change in the condition, financial or otherwise, business or prospects of the Lead Selling Agent, whether or not arising in the ordinary course of business. (f) In the ordinary course of its business, the Lead Selling Agent is engaged in civil litigation and subject to administrative proceedings. Neither the Lead Selling Agent nor any of its principals have been the subject of any administrative, civil, or criminal actions within the five years preceding the date hereof that would be material to an investor's decision to purchase the Units which are not disclosed in the Prospectus. (g) The execution and delivery of the Customer Agreement and this Agreement, the incurrence of the obligations set forth herein and therein and the consummation of the transactions contemplated herein and therein and in the Prospectus will not constitute a breach of, or default under, any instrument by which the Lead Selling Agent is bound or any order, rule or regulation applicable to the Lead Selling Agent of any court or any governmental body or administrative agency having jurisdiction over the Lead Selling Agent.

REPRESENTATIONS AND WARRANTIES OF THE LEAD SELLING AGENT. The Lead Selling Agent represents and warrants (in its capacities as both Lead Selling Agent and Futures Broker) to the Trust, the Managing Owner Owner, JWH and JWHthe Futures Broker, as follows: (a) The Lead Selling Agent is a corporation limited liability company duly organized and validly existing and in good standing under the laws of the State of Delaware and in good standing and qualified to do business in the State of Illinois and in each other jurisdiction in which the nature or conduct of its business requires such qualification and the failure to be duly qualified would materially adversely affect the Futures BrokerLead Selling Agent's ability to perform its obligations hereunder or under the Customer Agreementhereunder. The Lead Selling Agent has full corporate power and authority to perform its obligations under the Customer Agreement and this Agreement and as will be described in the Registration Statement and Prospectus. (b) All references to the Lead Selling Agent and its principals as will be in the Registration Statement and Prospectus are will be accurate and complete in all material respects, and set forth in all material respects the information required to be disclosed therein under the Commodity Act and the rules and regulations thereunder. As to the Lead Selling Agent and its principals (i) the Registration Statement and Prospectus contain all statements and information required to be included therein under the Commodity Act and the rules and regulations thereunder, (ii) the Registration Statement (with respect to the information relating to the Lead Selling Agent furnished to the Managing Owner) as of its effective date did not and will not contain any misleading or untrue statement of a material fact or omit to state a material fact which is required to be stated therein or necessary to make the statements therein not misleading and (iiiii) the Prospectus (as approved in pertinent part by the Lead Selling Agent) at its date of issue and as of the Initial Closing Time, as supplemented, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, in light of the circumstances under which such statements were made. (c) The Lead Selling Agent has has, or, at the date of this Agreement, is in the process of acquiring all Federal federal and state governmental, regulatory and commodity exchange licenses and approvals, and has effected all filings and registrations with Federal federal and state governmental and regulatory agencies required to conduct its business and to act as described in the Registration Statement and Prospectus or required to perform its obligations under the Customer Agreement, the Trading Advisory Agreement and this Agreement (including, without limitation, membership of the Lead Selling Agent as a dealer in NASD and registration of the Lead Selling Agent as a futures commission merchant under the Commodity Act and membership of the Lead Selling Agent as a futures commission merchant in NFAFINRA), and the performance of such obligations will not violate or result in a breach of any provision of the Lead Selling Agent's certificate of incorporationorganizational documents, by-laws or any agreement, instrument, order, law or regulation binding upon the Lead Selling Agent. (d) Each of the Customer Agreement and this This Agreement has been duly authorized, executed and delivered by the Lead Selling Agent, and this Agreement constitutes a valid, binding and enforceable agreement of the Lead Selling Agent in accordance with its terms. (e) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as may otherwise be stated in or contemplated by the Registration Statement and the Prospectus, there has not been any material adverse change in the condition, financial or otherwise, business or prospects of the Lead Selling Agent, whether or not arising in the ordinary course of business. (f) In the ordinary course of its business, the Lead Selling Agent is engaged in civil litigation and subject to administrative proceedings. Neither the Lead Selling Agent nor any of its principals have been the subject of any administrative, civil, or criminal actions within the five years preceding the date hereof that would be material to an investor's decision to purchase the Units which are not disclosed in the Prospectus. (g) The execution and delivery of the Customer Agreement and this Agreement, the incurrence of the obligations set forth herein and therein and the consummation of the transactions contemplated herein and therein and in the Prospectus did not and will not constitute a breach of, or default under, any instrument by which the Lead Selling Agent is bound or any order, rule or regulation applicable to the Lead Selling Agent of any court or any governmental body or administrative agency having jurisdiction over the Lead Selling Agent.

REPRESENTATIONS AND WARRANTIES OF THE LEAD SELLING AGENT. The Lead Selling Agent represents and warrants (in its capacities as both Lead Selling Agent and Futures Broker) to the Trust, the Managing Owner Owner, JWH and JWHthe Futures Broker, as follows: (a) The Lead Selling Agent is a corporation duly organized and validly existing and in good standing under the laws of the State of Delaware and in good standing and qualified to do business in the State of Illinois and in each other jurisdiction in which the nature or conduct of its business requires such qualification and the failure to be duly qualified would materially adversely affect the Futures BrokerLead Selling Agent's ability to perform its obligations hereunder or under the Customer Agreementhereunder. The Lead Selling Agent has full corporate power and authority to perform its obligations under the Customer Agreement and this Agreement and as will be described in the Registration Statement and Prospectus. (b) All references to the Lead Selling Agent and its principals in the Registration Statement and Prospectus are accurate and complete in all material respects, and set forth in all material respects the information required to be disclosed therein under the Commodity Act and the rules and regulations thereunder. As to the Lead Selling Agent and its principals (i) the Registration Statement and Prospectus contain all statements and information required to be included therein under the Commodity Act and the rules and regulations thereunder, (ii) the Registration Statement (with respect to the information relating to the Lead Selling Agent furnished to the Managing Owner) as of its effective date did not contain any misleading or untrue statement of a material fact or omit to state a material fact which is required to be stated therein or necessary to make the statements therein not misleading and (iiiii) the Prospectus (as approved in pertinent part by the Lead Selling Agent) at its date of issue and as of the Initial Closing Time, as supplemented, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, in light of the circumstances under which such statements were made. (c) The Lead Selling Agent has all Federal and state governmental, regulatory and commodity exchange licenses and approvals, and has effected all filings and registrations with Federal and state governmental and regulatory agencies required to conduct its business and to act as described in the Registration Statement and Prospectus or required to perform its obligations under the Customer Agreement, the Trading Advisory Agreement and this Agreement (including, without limitation, membership of the Lead Selling Agent as a dealer in NASD and registration of the Lead Selling Agent as a futures commission merchant under the Commodity Act and membership of the Lead Selling Agent as a futures commission merchant in NFANASD), and the performance of such obligations will not violate or result in a breach of any provision of the Lead Selling Agent's certificate of incorporation, by-laws or any agreement, instrument, order, law or regulation binding upon the Lead Selling Agent. (d) Each of the Customer Agreement and this This Agreement has been duly authorized, executed and delivered by the Lead Selling Agent, and this Agreement constitutes a valid, binding and enforceable agreement of the Lead Selling Agent in accordance with its terms. (e) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as may otherwise be stated in or contemplated by the Registration Statement and the Prospectus, there has not been any material adverse change in the condition, financial or otherwise, business or prospects of the Lead Selling Agent, whether or not arising in the ordinary course of business. (f) In the ordinary course of its business, the Lead Selling Agent is engaged in civil litigation and subject to administrative proceedings. Neither the Lead Selling Agent nor any of its principals have been the subject of any administrative, civil, or criminal actions within the five years preceding the date hereof that would be material to an investor's decision to purchase the Units which are not disclosed in the Prospectus. (g) The execution and delivery of the Customer Agreement and this Agreement, the incurrence of the obligations set forth herein and therein and the consummation of the transactions contemplated herein and therein and in the Prospectus will not constitute a breach of, or default under, any instrument by which the Lead Selling Agent is bound or any order, rule or regulation applicable to the Lead Selling Agent of any court or any governmental body or administrative agency having jurisdiction over the Lead Selling Agent. The representations and warranties set forth in Section 2(b) shall not be made by the Lead Selling Agent until the Managing Owner files Post Effective Amendment Number 6 to the Trust's Registration Statement Number 333-33937.

REPRESENTATIONS AND WARRANTIES OF THE LEAD SELLING AGENT. The Lead Selling Agent represents and warrants (in its capacities as both Lead Selling Agent and Futures Broker) to the Trust, Trust and the Managing Owner and JWHOwner, as follows: (a) The Lead Selling Agent is a corporation limited liability company duly organized and validly existing and in good standing under the laws of the State of Delaware and in good standing and qualified to do business in the State of Illinois and in each other jurisdiction in which the nature or conduct of its business requires such qualification and the failure to be duly qualified would materially adversely affect the Futures Broker's Lead Selling Agent’s ability to perform its obligations hereunder or under the Customer Agreementhereunder. The Lead Selling Agent has full corporate power and authority to perform its obligations under the Customer Agreement and this Agreement and as described in the Registration Statement and ProspectusMemorandum. (b) All references to the Lead Selling Agent and its principals in the Registration Statement and Prospectus are accurate and complete in all material respects, and set forth in all material respects the information required to be disclosed therein under the Commodity Act and the rules and regulations thereunder. As to the Lead Selling Agent and its principals (i) the Registration Statement and Prospectus contain all statements and information required to be included therein under the Commodity Act and the rules and regulations thereunder, (ii) the Registration Statement (with respect to the information relating to the Lead Selling Agent furnished to the Managing Owner) as of its effective date did not contain any misleading or untrue statement of a material fact or omit to state a material fact which is required to be stated therein or necessary to make the statements therein not misleading and (iii) the Prospectus Memorandum (as approved in pertinent part by the Lead Selling Agent) at its date of issue and as of the Initial Closing Time, as supplemented, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, in light of the circumstances under which such statements were made. (c) The Lead Selling Agent has has, or, at the date of this Agreement, is in the process of acquiring all Federal federal and state governmental, regulatory and commodity exchange licenses and approvals, and has effected all filings and registrations with Federal federal and state governmental and regulatory agencies required to conduct its business and to act as described in the Registration Statement and Prospectus Memorandum or required to perform its obligations under the Customer Agreement, the Trading Advisory Agreement and this Agreement (including, without limitation, membership of the Lead Selling Agent as a dealer in NASD and registration of the Lead Selling Agent as a futures commission merchant under the Commodity Act and membership of the Lead Selling Agent as a futures commission merchant in NFAFinancial Industry Regulatory Authority (“FINRA”)), and the performance of such obligations will not violate or result in a breach of any provision of the Lead Selling Agent's certificate of incorporation’s organizational documents, by-laws or any agreement, instrument, order, law or regulation binding upon the Lead Selling Agent. (d) Each of the Customer Agreement and this This Agreement has been duly authorized, executed and delivered by the Lead Selling Agent, and this Agreement constitutes a valid, binding and enforceable agreement of the Lead Selling Agent in accordance with its terms. (e) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as may otherwise be stated in or contemplated by the Registration Statement and the Prospectus, there has not been any material adverse change in the condition, financial or otherwise, business or prospects of the Lead Selling Agent, whether or not arising in the ordinary course of business. (f) In the ordinary course of its business, the Lead Selling Agent is engaged in civil litigation and subject to administrative proceedings. Neither the Lead Selling Agent nor any of its principals have been the subject of any administrative, civil, or criminal actions within the five years preceding the date hereof that would be material to an investor's decision to purchase the Units which are not disclosed in the Prospectus. (g) The execution and delivery of the Customer Agreement and this Agreement, the incurrence of the obligations set forth herein and therein and the consummation of the transactions contemplated herein and therein and in the Prospectus Memorandum did not and will not constitute a breach of, or default under, any instrument by which the Lead Selling Agent is bound or any order, rule or regulation applicable to the Lead Selling Agent of any court or any governmental body or administrative agency having jurisdiction over the Lead Selling Agent.

REPRESENTATIONS AND WARRANTIES OF THE LEAD SELLING AGENT. The Lead Selling Agent represents and warrants (in its capacities as both Lead Selling Agent and Futures Broker) to the Trust, the Managing Owner Owner, JWH and JWHthe Futures Broker, as follows: (a) The Lead Selling Agent is a corporation limited liability company duly organized and validly existing and in good standing under the laws of the State of Delaware and in good standing and qualified to do business in the State of Illinois and in each other jurisdiction in which the nature or conduct of its business requires such qualification and the failure to be duly qualified would materially adversely affect the Futures Broker's Lead Selling Agent’s ability to perform its obligations hereunder or under the Customer Agreementhereunder. The Lead Selling Agent has full corporate power and authority to perform its obligations under the Customer Agreement and this Agreement and as will be described in the Registration Statement and Prospectus. (b) All references to the Lead Selling Agent and its principals as will be in the Registration Statement and Prospectus are will be accurate and complete in all material respects, and set forth in all material respects the information required to be disclosed therein under the Commodity Act and the rules and regulations thereunder. As to the Lead Selling Agent and its principals (i) the Registration Statement and Prospectus contain all statements and information required to be included therein under the Commodity Act and the rules and regulations thereunder, (ii) the Registration Statement (with respect to the information relating to the Lead Selling Agent furnished to the Managing Owner) as of its effective date did not and will not contain any misleading or untrue statement of a material fact or omit to state a material fact which is required to be stated therein or necessary to make the statements therein not misleading and (iiiii) the Prospectus (as approved in pertinent part by the Lead Selling Agent) at its date of issue and as of the Initial Closing Time, as supplemented, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, in light of the circumstances under which such statements were made. (c) The Lead Selling Agent has has, or, at the date of this Agreement, is in the process of acquiring all Federal federal and state governmental, regulatory and commodity exchange licenses and approvals, and has effected all filings and registrations with Federal federal and state governmental and regulatory agencies required to conduct its business and to act as described in the Registration Statement and Prospectus or required to perform its obligations under the Customer Agreement, the Trading Advisory Agreement and this Agreement (including, without limitation, membership of the Lead Selling Agent as a dealer in NASD and registration of the Lead Selling Agent as a futures commission merchant under the Commodity Act and membership of the Lead Selling Agent as a futures commission merchant in NFAFINRA), and the performance of such obligations will not violate or result in a breach of any provision of the Lead Selling Agent's certificate of incorporation’s organizational documents, by-laws or any agreement, instrument, order, law or regulation binding upon the Lead Selling Agent. (d) Each of the Customer Agreement and this This Agreement has been duly authorized, executed and delivered by the Lead Selling Agent, and this Agreement constitutes a valid, binding and enforceable agreement of the Lead Selling Agent in accordance with its terms. (e) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as may otherwise be stated in or contemplated by the Registration Statement and the Prospectus, there has not been any material adverse change in the condition, financial or otherwise, business or prospects of the Lead Selling Agent, whether or not arising in the ordinary course of business. (f) In the ordinary course of its business, the Lead Selling Agent is engaged in civil litigation and subject to administrative proceedings. Neither the Lead Selling Agent nor any of its principals have been the subject of any administrative, civil, or criminal actions within the five years preceding the date hereof that would be material to an investor's decision to purchase the Units which are not disclosed in the Prospectus. (g) The execution and delivery of the Customer Agreement and this Agreement, the incurrence of the obligations set forth herein and therein and the consummation of the transactions contemplated herein and therein and in the Prospectus did not and will not constitute a breach of, or default under, any instrument by which the Lead Selling Agent is bound or any order, rule or regulation applicable to the Lead Selling Agent of any court or any governmental body or administrative agency having jurisdiction over the Lead Selling Agent.

REPRESENTATIONS AND WARRANTIES OF THE LEAD SELLING AGENT. The Lead Selling Agent represents and warrants (in its capacities as both Lead Selling Agent and Futures Broker) to the Trust, Trust and the Managing Owner and JWHOwner, as follows: (a) The Lead Selling Agent is a corporation limited liability company duly organized and validly existing and in good standing under the laws of the State of Delaware and in good standing and qualified to do business in the State of Illinois and in each other jurisdiction in which the nature or conduct of its business requires such qualification and the failure to be duly qualified would materially adversely affect the Futures Broker's Lead Selling Agent’s ability to perform its obligations hereunder or under the Customer Agreementhereunder. The Lead Selling Agent has full corporate power and authority to perform its obligations under the Customer Agreement and this Agreement and as described in the Registration Statement and Prospectus. (b) All references to the Lead Selling Agent and its principals in the Registration Statement and Prospectus are accurate and complete in all material respects, and set forth in all material respects the information required to be disclosed therein under the Commodity Act and the rules and regulations thereunder. As to the Lead Selling Agent and its principals (i) the Registration Statement and Prospectus contain all statements and information required to be included therein under the Commodity Act and the rules and regulations thereunder, (ii) the Registration Statement (with respect to the information relating to the Lead Selling Agent furnished to the Managing Owner) as of its effective date did not and will not contain any misleading or untrue statement of a material fact or omit to state a material fact which is required to be stated therein or necessary to make the statements therein not misleading and (iiiii) the Prospectus (as approved in pertinent part by the Lead Selling Agent) at its date of issue and as of the Initial Closing Time, as supplemented, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, in light of the circumstances under which such statements were made. (c) The Lead Selling Agent has has, or, at the date of this Agreement, is in the process of acquiring all Federal federal and state governmental, regulatory and commodity exchange licenses and approvals, and has effected all filings and registrations with Federal federal and state governmental and regulatory agencies required to conduct its business and to act as described in the Registration Statement and Prospectus or required to perform its obligations under the Customer Agreement, the Trading Advisory Agreement and this Agreement (including, without limitation, membership of the Lead Selling Agent as a dealer in NASD and registration of the Lead Selling Agent as a futures commission merchant under the Commodity Act and membership of the Lead Selling Agent as a futures commission merchant in NFAFINRA), and the performance of such obligations will not violate or result in a breach of any provision of the Lead Selling Agent's certificate of incorporation’s organizational documents, by-laws or any agreement, instrument, order, law or regulation binding upon the Lead Selling Agent. (d) Each of the Customer Agreement and this This Agreement has been duly authorized, executed and delivered by the Lead Selling Agent, and this Agreement constitutes a valid, binding and enforceable agreement of the Lead Selling Agent in accordance with its terms. (e) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as may otherwise be stated in or contemplated by the Registration Statement and the Prospectus, there has not been any material adverse change in the condition, financial or otherwise, business or prospects of the Lead Selling Agent, whether or not arising in the ordinary course of business. (f) In the ordinary course of its business, the Lead Selling Agent is engaged in civil litigation and subject to administrative proceedings. Neither the Lead Selling Agent nor any of its principals have been the subject of any administrative, civil, or criminal actions within the five years preceding the date hereof that would be material to an investor's decision to purchase the Units which are not disclosed in the Prospectus. (g) The execution and delivery of the Customer Agreement and this Agreement, the incurrence of the obligations set forth herein and therein and the consummation of the transactions contemplated herein and therein and in the Prospectus did not and will not constitute a breach of, or default under, any instrument by which the Lead Selling Agent is bound or any order, rule or regulation applicable to the Lead Selling Agent of any court or any governmental body or administrative agency having jurisdiction over the Lead Selling Agent.