Common use of Representations and Warranties of Sponsor Clause in Contracts

Representations and Warranties of Sponsor. The Sponsor hereby represents and warrants to Parent that: (a) it is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization; (b) 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 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 the Sponsor and (assuming due execution and delivery of this letter agreement by Parent) constitutes a valid and legally binding obligation of the Sponsor, enforceable against the Sponsor in accordance with 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)); (e) it has, and will continue to have for so long as this letter agreement shall remain in effect, sufficient funds, available lines of credit, unfunded capital commitments or other sources of immediately available funds to fulfill its Equity Commitment or Damages Commitment hereunder and perform its obligations under this letter agreement; (f) the Equity Commitment or the Damages Commitment is less than the maximum amount that the Sponsor is permitted to invest in any one portfolio investment pursuant to the terms of its constituent documents or otherwise; (g) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity or any other person necessary for the due execution, delivery and performance of this letter agreement by it have been obtained or made and all conditions thereof have been duly complied with, and no action, consent, permit, authorization by, and no notice to or filing with, any governmental entity or any 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 or would reasonably be expected to cause or result in any of the foregoing representations 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 call capital from the partners of Sponsor or its Affiliates or otherwise obtain funds in such amounts and at such times as necessary to fulfill its obligations under the terms of this letter agreement.

Representations and Warranties of Sponsor. The Sponsor hereby represents and warrants to Parent Commodity Sub-Adviser that: (a) it Sponsor is duly organized, formed and validly existing as a Delaware limited liability company, with full power to carry out its obligations under this Agreement and in good standing under the Laws of the jurisdiction of its organization;Trust Agreement. (b) 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 This Agreement has been duly and validly authorized and approved by all necessary limited partnership or corporate action (as applicable) by it; (d) this letter agreement has been duly and validly authorized, executed and delivered by the Sponsor by, and (assuming due execution and delivery of this letter agreement by Parent) constitutes is a valid and legally binding obligation of the contract of, Sponsor, enforceable against the Sponsor in accordance with 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));its terms. (ec) it hasSponsor has met, and will continue to have meet for so long as this letter agreement shall remain Agreement remains in effect, sufficient fundsany applicable federal or state requirements, available lines or the applicable requirements of creditany regulatory agency or self-regulatory organization, unfunded capital commitments 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 other sources omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of immediately available funds the circumstances in which they are made, not misleading, or omit to fulfill 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 Equity Commitment 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 Damages Commitment hereunder and perform its obligations under this letter agreement;may be provided by Commodity Sub-Adviser for inclusion in the Materials. (f) Shares of the Equity Commitment or Fund will be offered and sold in compliance with the Damages Commitment is less than requirements set forth in the maximum amount 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 Sponsor is permitted to invest in any one portfolio investment pursuant CEA, Rule 4.12(c), and all rules and regulations applicable to the terms offer and sale of its constituent documents or otherwise;the Shares to the public. (g) all consents, approvals, authorizations, permits of, filings with The representations and notifications to, any Governmental Entity or any other person necessary for warranties made in this Agreement by Sponsor shall be continuing during the due execution, delivery and performance term of this letter agreement by it have been obtained or made and all conditions thereof have been duly complied withAgreement, and no actionif at any time any event has occurred which would make or tend to make any of the foregoing not true, consent, permit, authorization by, and no notice to or filing with, any governmental entity or any other person is required in connection with the execution, delivery or performance of this letter agreement by the Sponsor;Sponsor will promptly notify Commodity Sub-Adviser. (h) there is no Action pending against it, or, Commodity Sub-Adviser’s failure to its knowledge, threatened against it, that restricts or prohibits the performance by it perform any 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 or would reasonably be expected to cause or result in any of the foregoing representations and warranties to become untrue prior to the Closing, and (ii) excused in the event that Sponsor is required to make payments pursuant to the terms of this letter agreement, it will call capital such failure results from the partners failure by Sponsor to perform its responsibilities under this Agreement, provided that Commodity Sub-Adviser shall notify Sponsor of Sponsor or its Affiliates or otherwise obtain funds in nonperformance and shall use commercially reasonable efforts to provide Services under this Agreement notwithstanding such amounts and at such times as necessary to fulfill its obligations under the terms of this letter agreementfailure.

Representations and Warranties of Sponsor. The Sponsor hereby represents and warrants to Parent that: as follows: (a) it Sponsor is a limited partnership duly organized, validly existing and in good standing under the Laws of the jurisdiction State of its organization; Delaware; (b) it Sponsor has taken all action necessary organizational power and authority to execute and deliver this letter agreement and perform its obligations hereunder; agreement; (c) the execution, delivery and performance of this letter agreement by it has been duly and validly authorized and approved by all necessary limited does not contravene any provision of Sponsor’s certificate of incorporation, partnership agreement, operating agreement or corporate action (as applicable) by it; similar organizational document or any Law binding on Sponsor or its assets; (d) this letter agreement has been duly and validly executed and delivered by the Sponsor and (assuming due execution and delivery of this letter agreement by Parent) constitutes a valid and legally binding obligation of the Sponsor, enforceable against the Sponsor in accordance with 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)); (e) it has, and will continue to have for so long as this letter agreement shall remain in effect, sufficient funds, available lines of credit, unfunded capital commitments or other sources of immediately available funds to fulfill its Equity Commitment or Damages Commitment hereunder and perform its obligations under this letter agreement; (f) the Equity Commitment or the Damages Commitment is less than the maximum amount that the Sponsor is permitted to invest in any one portfolio investment pursuant to the terms of its constituent documents or otherwise; (g) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity or any other person necessary for the due execution, delivery and performance of this letter agreement by it Sponsor have been obtained or made and all conditions thereof have been duly complied with, and no action, consent, permit, authorization other action by, and no notice to or filing with, any governmental entity or any other person Governmental Entity is required in connection with the execution, delivery or performance of this letter agreement; (e) this letter agreement has been duly authorized, executed and delivered by Sponsor and constitutes the legal, valid and binding obligation of Sponsor; , enforceable against Sponsor in accordance with its terms, except that (hi) there is no Action pending against itsuch enforcement may be subject to applicable bankruptcy, orinsolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; and (f) for so long as this letter agreement shall remain in effect in accordance with its knowledgeterms, threatened against it, that restricts or prohibits Sponsor shall have the performance by it of cash on hand and/or capital commitments available to be called to pay and perform 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 or would reasonably be expected to cause or result in any of the foregoing representations and warranties to become untrue prior to the Closing, and (ii) in the event that all funds necessary for Sponsor is required to make payments pursuant to the terms of this letter agreement, it will call capital from the partners of Sponsor or its Affiliates or otherwise obtain funds in such amounts and at such times as necessary to fulfill its obligations under the terms of this letter agreementagreement shall remain available to Sponsor.

Representations and Warranties of Sponsor. The Sponsor hereby represents and warrants to Parent Commodity Sub-Adviser that: (a) it Sponsor is duly organized, formed and validly existing as a Delaware limited liability company, with full power to carry out its obligations under this Agreement and in good standing under the Laws of the jurisdiction of its organization;Trust Agreement. (b) 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 This Agreement has been duly and validly authorized and approved by all necessary limited partnership or corporate action (as applicable) by it; (d) this letter agreement has been duly and validly authorized, executed and delivered by the Sponsor by, and (assuming due execution and delivery of this letter agreement by Parent) constitutes is a valid and legally binding obligation of the contract of, Sponsor, enforceable against the Sponsor in accordance with 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));its terms. (ec) it hasSponsor has met, and will continue to have meet for so long as this letter agreement shall remain Agreement remains in effect, sufficient fundsany applicable federal or state requirements, available lines or the applicable requirements of creditany regulatory agency or self-regulatory organization, unfunded capital commitments 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 other sources omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of immediately available funds the circumstances in which they are made, not misleading, or omit to fulfill 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 Equity Commitment 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 Damages Commitment hereunder and perform its obligations under this letter agreement;may be provided by Commodity Sub-Adviser for inclusion in the Materials. (f) Shares of the Equity Commitment or Fund will be offered and sold in compliance with the Damages Commitment is less than requirements set forth in the maximum amount 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 Sponsor is permitted to invest in any one portfolio investment pursuant CEA, Rule 4.12(c), and all rules and regulations applicable to the terms offer and sale of its constituent documents or otherwise;the Shares to the public. (g) all consents, approvals, authorizations, permits of, filings with The representations and notifications to, any Governmental Entity or any other person necessary for warranties made in this Agreement by Sponsor shall be continuing during the due execution, delivery and performance term of this letter agreement by it have been obtained or made and all conditions thereof have been duly complied withAgreement, and no action, consent, permit, authorization by, and no notice if at any time any event has occurred which would make or tend to or filing with, any governmental entity or any 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 or would reasonably be expected to cause or result in make any of the foregoing representations and warranties to become untrue prior to the Closingnot true, and (ii) in the event that Sponsor is required to make payments pursuant to the terms of this letter agreement, it will call capital from the partners of Sponsor or its Affiliates or otherwise obtain funds in such amounts and at such times as necessary to fulfill its obligations under the terms of this letter agreementpromptly notify Commodity Sub-Adviser.

Representations and Warranties of Sponsor. The Sponsor hereby represents and warrants to Parent that: that (a) it is duly organizedincorporated, validly existing and in good standing (or equivalent status in the relevant jurisdiction) under the Laws laws of the jurisdiction of its organization; (b) in which it is formed and has all necessary organizational requisite corporate or similar power and authority to execute execute, deliver and deliver perform this letter agreement and perform its obligations hereunder; agreement; (cb) the execution, delivery and performance of this letter agreement by it has have been duly and validly authorized and approved by all necessary limited partnership action on Sponsor’s part and do not contravene any provision of Sponsor’s organizational documents or corporate any Law, regulation, rule, decree, order, judgment or contractual restriction binding on Sponsor or its assets; (c) except for the applicable requirements of the Exchange Act, and except as is not, individually or in the aggregate, reasonably likely to impair or delay Sponsor’s performance of its obligations in any material respect, all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority necessary for the due execution, delivery and performance of this letter agreement by Sponsor to the extent required to be obtained or made by Sponsor have been obtained or made, or will be obtained or made at or before Closing, and all conditions thereof have been duly complied with, or will be duly complied with, at or before Closing, and no other action (as applicable) by, and no notice to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of this letter agreement by it; Sponsor; (d) this letter agreement has been duly and validly executed and delivered by the Sponsor and (assuming due execution and delivery of this letter agreement by Parent) constitutes a legal, valid and legally binding obligation of the Sponsor, Sponsor enforceable against the Sponsor in accordance with the terms of this letter agreement (its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting creditors’ rights generally Enforceability Exceptions; and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (e) it has, and Sponsor will continue have the financial capacity to have for so long as this letter agreement shall remain in effect, sufficient funds, available lines of credit, unfunded capital commitments pay or other sources of immediately available funds cause to fulfill its Equity Commitment be paid the Contribution to Parent at or Damages Commitment hereunder and perform its obligations under this letter agreement; (f) the Equity Commitment or the Damages Commitment is less than the maximum amount that the Sponsor is permitted to invest in any one portfolio investment pursuant to the terms of its constituent documents or otherwise; (g) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity or any other person necessary for the due execution, delivery and performance of this letter agreement by it have been obtained or made and all conditions thereof have been duly complied with, and no action, consent, permit, authorization by, and no notice to or filing with, any governmental entity or any 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 or would reasonably be expected to cause or result in any of the foregoing representations 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 call capital from the partners of Sponsor or its Affiliates or otherwise obtain funds in such amounts and at such times as necessary to fulfill its obligations under the terms of this letter agreementEffective Time.

Representations and Warranties of Sponsor. The Sponsor hereby represents and warrants to Parent Commodity Sub-Advisor that: (a) it Sponsor is duly organized, formed and validly existing as a Delaware limited liability company, with full power to carry out its obligations under this Agreement and in good standing under the Laws of the jurisdiction of its organization;Trust Agreement. (b) 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 This Agreement has been duly and validly authorized and approved by all necessary limited partnership or corporate action (as applicable) by it; (d) this letter agreement has been duly and validly authorized, executed and delivered by the Sponsor by, and (assuming due execution and delivery of this letter agreement by Parent) constitutes is a valid and legally binding obligation of the contract of, Sponsor, enforceable against the Sponsor in accordance with 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));its terms. (ec) it hasSponsor has met, and will continue to have meet for so long as this letter agreement shall remain Agreement remains in effect, sufficient fundsany applicable federal or state requirements, available lines or the applicable requirements of creditany regulatory agency or self-regulatory organization, unfunded capital commitments 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 other sources omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of immediately available funds the circumstances in which they are made, not misleading, or omit to fulfill 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-Advisor as to it, including, without limitation, all references to Commodity Sub-Advisor and its Equity Commitment affiliates, controlling persons, members, directors, officers and employees, as well as to Commodity Sub-Advisor’s trading approach and past performance record, which has been or Damages Commitment hereunder and perform its obligations under this letter agreement;may be provided by Commodity Sub-Advisor for inclusion in the Materials. (f) Shares of the Equity Commitment or Fund will be offered and sold in compliance with the Damages Commitment is less than requirements set forth in the maximum amount 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 Sponsor is permitted to invest in any one portfolio investment pursuant CEA, Rule 4.12(c), and all rules and regulations applicable to the terms offer and sale of its constituent documents or otherwise;the Shares to the public. (g) all consents, approvals, authorizations, permits of, filings with The representations and notifications to, any Governmental Entity or any other person necessary for warranties made in this Agreement by Sponsor shall be continuing during the due execution, delivery and performance term of this letter agreement by it have been obtained or made and all conditions thereof have been duly complied withAgreement, and no action, consent, permit, authorization by, and no notice if at any time any event has occurred which would make or tend to or filing with, any governmental entity or any 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 or would reasonably be expected to cause or result in make any of the foregoing representations and warranties to become untrue prior to the Closingnot true, and (ii) in the event that Sponsor is required to make payments pursuant to the terms of this letter agreement, it will call capital from the partners of Sponsor or its Affiliates or otherwise obtain funds in such amounts and at such times as necessary to fulfill its obligations under the terms of this letter agreementpromptly notify Commodity Sub-Advisor.