Common use of The Advisor Clause in Contracts

The Advisor. Subject to the provisions of Section 3 of this Agreement, the Advisor and each officer, director, shareholder and employee of the Advisor and each person who controls the Advisor, shall be indemnified, defended and held harmless by the Company and the Administrator, jointly and severally, from and against any and all claims, losses, judgments, liabilities, damages, costs, expenses (including, without limitation, reasonable investigatory and attorneys’ fees and reasonable expenses) and amounts paid in settlement of any claims in compliance with the conditions specified below (collectively, “Losses”) sustained by the Advisor (i) in connection with any acts or omissions of the Advisor or any of its officers, directors or employees relating to its management of the Allocated Assets, including in connection with this Agreement or otherwise as a result of the Advisor’s performance of services on behalf of the Company or its role as trading advisor in respect of the Allocated Assets and/or (ii) as a result of a material breach of this Agreement by the Company; provided, however, that (i) such Losses were not the result of the gross negligence, willful misconduct or material breach of this Agreement on the part of the Advisor, its officers, directors, shareholders and employees and each person controlling the Advisor, (ii) the Advisor and its officers, directors, shareholders and employees and each person controlling the Advisor, acted in good faith and in a manner reasonably believed by it and them to be in or not opposed to the best interests of the Company and (iii) any such indemnification will only be recoverable from the Allocated Assets and the assets of the Administrator; and provided further that no indemnification shall be permitted under this Section 2 for amounts paid in settlement if either (A) the Advisor fails to notify the Company of the terms of any settlement proposed, at least fifteen (15) days before any amounts are paid or (B) the Company does not approve the amount of the settlement within fifteen (15) days of any such notice (such approval not to be withheld unreasonably). Notwithstanding the foregoing, the Company shall at all times have the right to offer to settle any matter with the approval of the Advisor (which approval shall not be withheld unreasonably), and if the Company successfully negotiates a settlement and tenders payment therefor to the party claiming indemnification (the “Indemnitee”), the Indemnitee must either use its best efforts to dispose of the matter in accordance with the terms and conditions of the proposed settlement or the Indemnitee may refuse to settle the matter and continue its defense in which latter event the maximum liability of the Company and the Administrator to the Indemnitee shall be the amount of said proposed settlement.

The Advisor. Subject to the provisions of Section 3 of this Agreement, the Advisor and each officer, director, shareholder and employee of the Advisor and each person who controls the Advisor, shall be indemnified, defended and held harmless by the Company and the Administrator, jointly and severally, from and against any and all claims, losses, judgments, liabilities, damages, costs, expenses (including, without limitation, reasonable investigatory and attorneys’ fees and reasonable expenses) and amounts paid in settlement of any claims in compliance with the conditions specified below (collectively, “Losses”) sustained by the Advisor (i) in connection with any acts or omissions of the Advisor or any of its officers, directors or employees relating to its management of the Allocated Assets, including in connection with this Agreement or otherwise as a result of the Advisor’s performance of services on behalf of the Company or its role as trading advisor in respect of the Allocated Assets and/or (ii) as a result of a material breach of this Agreement by the Company; provided, however, that (i) such Losses were not the result of the gross negligence, willful misconduct or material breach of this Agreement on the part of the Advisor, its officers, directors, shareholders and employees and each person controlling the Advisor, (ii) the Advisor and its officers, directors, shareholders and employees and each person controlling the Advisor, acted in good faith and in a manner reasonably believed by it and them to be in or not opposed to the best interests of the Company and (iii) any such indemnification will only be recoverable from the Allocated Assets and the assets of the Administrator; and provided further that no indemnification shall be permitted under this Section 2 for amounts paid in settlement if either (A) the Advisor fails to notify the Company of the terms of any settlement proposed, at least fifteen (15) 15 days before any amounts are paid or (B) the Company does not approve the amount of the settlement within fifteen (15) 15 days of any such notice (such approval not to be withheld unreasonably). Notwithstanding the foregoing, the Company shall at all times have the right to offer to settle any matter with the approval of the Advisor (which approval shall not be withheld unreasonably), and if the Company successfully negotiates a settlement and tenders payment therefor to the party claiming indemnification (the “Indemnitee”), the Indemnitee must either use its best efforts to dispose of the matter in accordance with the terms and conditions of the proposed settlement or the Indemnitee may refuse to settle the matter and continue its defense in which latter event the maximum liability of the Company and the Administrator to the Indemnitee shall be the amount of said proposed settlement.

The Advisor. Subject to the provisions of Section 3 of this Agreement, the Advisor and each officer, director, shareholder and employee of the Advisor and each person who controls the Advisor, shall be indemnified, defended and held harmless by the Company and the Administrator, jointly and severally, from and against any and all claims, losses, judgments, liabilities, damages, costs, expenses (including, without limitation, reasonable investigatory and attorneys’ fees and reasonable expenses) and amounts paid in settlement of any claims in compliance with the conditions specified below (collectively, “Losses”) sustained by the Advisor (i) in connection with any acts or omissions of the Advisor or any of its officers, directors or employees relating to its management of the Allocated Assets, including in connection with this Agreement or otherwise as a result of the Advisor’s performance of services on behalf of the Company or its role as trading advisor in respect of the Allocated Assets and/or (ii) as a result of a material breach of this Agreement by the Company; provided, however, that (i) such Losses were not the result of the gross negligence, willful misconduct or material breach of this Agreement on the part of the Advisor, its officers, directors, shareholders and employees and each person controlling the Advisor, (ii) the Advisor and its officers, directors, shareholders and employees and each person controlling the Advisor, acted in good faith and in a manner reasonably believed by it and them to be in or not opposed to the best interests of the Company and (iii) any such indemnification will only be recoverable from the Allocated Assets and the assets of the Administrator; and provided further that no indemnification shall be permitted under this Section 2 for amounts paid in settlement if either (A) the Advisor fails to notify the EXECUTION VERSION Company of the terms of any settlement proposed, at least fifteen (15) days before any amounts are paid or (B) the Company does not approve the amount of the settlement within fifteen (15) days of any such notice (such approval not to be withheld unreasonably). Notwithstanding the foregoing, the Company shall at all times have the right to offer to settle any matter with the approval of the Advisor (which approval shall not be withheld unreasonably), and if the Company successfully negotiates a settlement and tenders payment therefor to the party claiming indemnification (the “Indemnitee”), the Indemnitee must either use its best efforts to dispose of the matter in accordance with the terms and conditions of the proposed settlement or the Indemnitee may refuse to settle the matter and continue its defense in which latter event the maximum liability of the Company and the Administrator to the Indemnitee shall be the amount of said proposed settlement.

The Advisor. Subject to the provisions of Section 3 of this Agreement, the Advisor and Advisor, each officerpartner, director, shareholder officer and employee of the Advisor Advisor, and each person who controls the Advisor, shall be indemnified, defended and held harmless by the Company Series J and the Administrator, jointly and severallyManaging Owner, from and against any and all claims, losses, judgments, liabilities, damages, costs, expenses (including, without limitation, reasonable investigatory and attorneys’ fees and reasonable expensesfees) and amounts paid in settlement of any claims in compliance with the conditions specified below (collectively, “Losses”) sustained by the Advisor (i) in connection with any acts or omissions of the Advisor Advisor, or any of its officerspartners, directors officers or employees relating to its management of the Allocated Assets, including in connection with this Agreement or otherwise as a result of the Advisor’s performance of services on behalf of the Company or its role as trading advisor in respect of the Allocated Assets and/or (ii) as a result of a material breach of this Agreement by Series J or the Company; providedManaging Owner, however, provided that (i) such Losses were not the result of the gross negligence, willful misconduct or a material breach of this Agreement on the part of the Advisor, any of its officerspartners, directors, shareholders and officers or employees and each or any person controlling the Advisor, (ii) the Advisor Advisor, and its partners, officers, directorsemployees, shareholders and employees and each person controlling the Advisor, acted or omitted to act in good faith and in a manner reasonably believed by it and them such person to be in in, or not opposed to to, the best interests of the Company Series J and (iii) any such indemnification will only be recoverable from the Allocated Assets and the not from any assets of Series J or any other Series of the Administrator; Trust, and provided further further, that no indemnification shall be permitted under this Section 2 for amounts paid in settlement if either (A) the Advisor fails to notify the Company Series J of the terms of any settlement proposed, at least fifteen (15) 15 days before any amounts are paid or (B) the Company Series J does not approve the amount of the settlement within fifteen (15) 15 days of any such notice (such approval not to be withheld unreasonably). Notwithstanding the foregoing, the Company Series J shall at all times have the right to offer to settle any matter with the approval of the Advisor (which approval shall not be withheld unreasonably), and if the Company Series J successfully negotiates a settlement and tenders payment therefor to the party claiming indemnification (the “Indemnitee”), the Indemnitee must either use its best reasonable efforts to dispose of the matter in accordance with the terms and conditions of the proposed settlement or the Indemnitee may refuse to settle the matter and continue its defense in which latter event the maximum liability of the Company and the Administrator Series J to the Indemnitee shall be the amount of said proposed settlement.. Any indemnification by Series J under this Section 2, unless ordered by a court, shall be made only as authorized in the specific case by Series J.

The Advisor. Subject to the provisions of Section 3 of this Agreement3, the Advisor Advisor, and each officer, director, shareholder partner and employee of the Advisor Advisor, and each person who controls the Advisor, shall be indemnified, defended defended, and held harmless by the Company Series C and the Administrator, jointly and severallyManaging Owner, from and against any and all claims, losses, judgments, liabilities, damages, costs, expenses (including, without limitation, reasonable investigatory and attorneys’ fees and reasonable expenses' fees) and amounts paid in settlement of any claims in compliance with the conditions specified below (collectively, “"Losses”") sustained by the Advisor (i) in connection with any matter relating to the Registration Statement or the Prospectus or the Prior Advisor prior to the effective date of this Agreement, (ii) arising out of any untrue statement of any material fact contained in the Registration Statement or the Prospectus or the omission to state in the Registration Statement or the Prospectus a material fact required to be stated therein or necessary to make the statements therein (with respect to the Prospectus, in light of the circumstances in which they are made), not misleading, or any failure to comply with any legal requirements relating to the Offering of the Interests (including without limitation, any noncompliance with the requirements of the Exchange Act, and/or the 1933 Act, and/or the CE Act, including the rules and regulations thereunder, and or the rules and regulation of the NFA, in each case with respect to the Offering of Interests), except to the extent that such untrue statement, omission or failure was made in reliance upon and in material conformity with information furnished by the Advisor to the Managing Owner for inclusion in the Registration Statement or the Prospectus, (iii) in connection with any acts or omissions of the Advisor Advisor, or any of its officers, directors or employees relating to its management of the Series C Allocated Assets, including in connection with this Agreement or otherwise as a result of the Advisor’s 's performance of services on behalf of the Company Series C or its role as trading advisor in respect of the to Series C Allocated Assets and/or or (iiiv) as a result of a material breach of this Agreement by the Company; providedTrust or the Managing Owner, howeverprovided that, that (i) such Losses were not the result of the gross negligence, willful misconduct or a material breach of this Agreement on the part of the Advisor, or its officers, directors, shareholders and employees and each partners or employees, or any person controlling the Advisor, (ii) the Advisor Advisor, and its officers, directors, shareholders partners and employees employees, and each person controlling the Advisor, acted in good faith and in a manner reasonably believed by it and them to be in or not opposed to the best interests of the Company Trust and (iii) any such indemnification will only be recoverable from the Series C Allocated Assets and the assets of the Administrator; Managing Owner and provided further that no indemnification shall be permitted under this Section 2 for amounts paid in settlement if either (A) the Advisor fails to notify the Company not from any other assets of any other series of the terms of any settlement proposed, at least fifteen (15) days before any amounts are paid or (B) the Company does not approve the amount of the settlement within fifteen (15) days of any such notice (such approval not to be withheld unreasonably). Notwithstanding the foregoing, the Company shall at all times have the right to offer to settle any matter with the approval of the Advisor (which approval shall not be withheld unreasonably), and if the Company successfully negotiates a settlement and tenders payment therefor to the party claiming indemnification (the “Indemnitee”), the Indemnitee must either use its best efforts to dispose of the matter in accordance with the terms and conditions of the proposed settlement or the Indemnitee may refuse to settle the matter and continue its defense in which latter event the maximum liability of the Company and the Administrator to the Indemnitee shall be the amount of said proposed settlementTrust.

The Advisor. Subject to the provisions of Section 3 of this Agreement, the Advisor and Advisor, each officerpartner, director, shareholder officer and employee of the Advisor Advisor, and each person who controls the Advisor, shall be indemnified, defended defended, and held harmless by the Company and the Administrator, jointly and severally, KMPFF from and against any and all claims, losses, judgments, liabilities, damages, costs, expenses (including, without limitation, reasonable investigatory and attorneys’ fees and reasonable expenses) and amounts paid in settlement of any claims in compliance with the conditions specified below (collectively, “Losses”) sustained by the Advisor any of them (i) in connection with any acts or omissions of KMPFF or the Advisor Managing Member ,or any of its officerspartners, directors officers or employees relating to its management of the Allocated Assets, including constituting negligence or willful misconduct in connection with this Agreement or otherwise as a result of the Advisor’s performance of services on behalf of the Company or its role as trading advisor in respect of the Allocated Assets and/or Agreement, (ii) as a result of a material breach of this Agreement by KMPFF or the Company; providedManaging Member, howeverprovided that, that (i1) such Losses were not the result of the gross negligence, willful misconduct or a material breach of this Agreement on the part of the Advisor, any of its officerspartners, directors, shareholders and officers or employees and each or any person controlling the Advisor, (ii2) the Advisor Advisor, and its partners, officers, directorsemployees, shareholders and employees and each person controlling the Advisor, acted or omitted to act in good faith and in a manner reasonably believed by it and them such person to be in or not opposed to the best interests of the Company and (iii) any such indemnification will only be recoverable from the Allocated Assets and the assets of the Administrator; KMPFF , and provided further further, that no indemnification shall be permitted under this Section 2 for amounts paid in settlement if either (A) the Advisor fails to notify the Company KMPFF of the terms of any settlement proposed, at least fifteen (15) days before any amounts are paid paid, or (B) the Company KMPFF does not approve the amount of the settlement within fifteen (15) days of any such notice (such approval not to be withheld unreasonably). Notwithstanding the foregoing, the Company shall KMPFF shall, at all times times, have the right to offer to settle any matter with the approval of the Advisor (which approval shall not be withheld unreasonably), ) and if the Company KMPFF successfully negotiates a settlement and tenders payment therefor therefore to the party claiming indemnification (the “Indemnitee”), ) the Indemnitee must either use its best reasonable efforts to dispose of the matter in accordance with the terms and conditions of the proposed settlement or the Indemnitee may refuse to settle the matter and continue its defense in which latter event the maximum liability of the Company and the Administrator KMPFF to the Indemnitee shall be the amount of said proposed settlement. Any indemnification by KMPFF under this Section 2, unless ordered by a court, shall be made only as authorized in the specific case by KMPFF.

The Advisor. Subject to the provisions of Section 3 of this Agreement3, the Advisor and each officer, director, shareholder and employee of the Advisor Advisor, and each person who controls the Advisor, shall be indemnified, defended and held harmless by the Company Trust and the AdministratorManaging Owner, jointly and severally, severally from and against any and all claims, losses, judgments, liabilities, damages, costs, expenses (including, without limitation, reasonable investigatory and attorneys’ ' fees and reasonable expenses) and amounts paid in settlement of any claims in compliance with the conditions specified below (collectively, “"Losses”") sustained by the Advisor (i) in connection with any acts or omissions of the Advisor or any of its officers, directors or employees relating to its management of the Series F Allocated Assets, including in connection with this Agreement or otherwise as a result of the Advisor’s 's performance of services on behalf of the Company Trust or its role as trading advisor in respect of the to Series F Allocated Assets and/or (ii) as a result of a material breach of this Agreement by the CompanyTrust or the Managing Owner; providedprovided that, however, that (i) such Losses were not the result of the gross negligence, willful misconduct or a material breach of this Agreement on the part of the Advisor, its officers, directors, shareholders and employees and each person controlling the Advisor, (ii) the Advisor and its officers, directors, shareholders and employees and each person controlling the Advisor, acted in good faith and in a manner reasonably believed by it and them to be in or not opposed to the best interests of the Company Trust and (iii) any such indemnification will only be recoverable from the Series F Allocated Assets and the assets of the AdministratorManaging Owner and not from any other assets of any other Series of the Trust; and provided further further, that no indemnification shall be permitted under this Section 2 for amounts paid in settlement if either (A) the Advisor fails to notify the Company Trust of the terms of any settlement proposed, at least fifteen (15) 15 days before any amounts are paid or (B) the Company Trust does not approve the amount of the settlement within fifteen (15) 15 days of any such notice (such approval not to be withheld unreasonably). Notwithstanding the foregoing, the Company Trust shall at all times have the right to offer to settle any matter with the approval of the Advisor (which approval shall not be withheld unreasonably), and if the Company Trust successfully negotiates a settlement and tenders payment therefor to the party claiming indemnification (the “"Indemnitee”"), the Indemnitee must either use its best efforts to dispose of the matter in accordance with the terms and conditions of the proposed settlement or the Indemnitee may refuse to settle the matter and continue its defense in which latter event the maximum liability of the Company and the Administrator Trust to the Indemnitee shall be the amount of said proposed settlement. Any indemnification by the Trust under this Section 2, unless ordered by a court, shall be made by the Trust only as authorized in the specific case and only upon a determination by mutually acceptable independent legal counsel in a written opinion that indemnification is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth hereunder.

The Advisor. Subject to the provisions of Section 3 of this Agreement3, the Advisor and each officerAdvisor, director, shareholder and employee of the Advisor and each person who controls the Advisor, and each of their respective officers, directors, shareholders and employees shall be indemnified, defended and held harmless by the Company Trust and the AdministratorManaging Owner, jointly and severally, from and against any and all claims, losses, judgments, liabilities, damages, costs, expenses (including, without limitation, reasonable investigatory and attorneys’ ' fees and reasonable expenses) and amounts paid in settlement of any claims in compliance with the conditions specified below (collectively, “"Losses”") sustained by the Advisor any of them (i) in connection with any acts or omissions of the Advisor Advisor, or any of its officers, directors or employees relating to its management of the Series E Allocated Assets, including in connection with this Agreement or otherwise as a result of the Advisor’s 's performance of services on behalf of the Company Trust or its role as trading advisor in respect of the to Series E Allocated Assets and/or (ii) as a result of a material breach of this Agreement by the Company; providedTrust or the Managing Owner, howeverprovided that, that (i) such Losses were not the result of the gross negligence, willful misconduct or a material breach of this Agreement on the part of the Advisor, and its officers, directors, shareholders and employees employees, and each person controlling the Advisor, (ii) the Advisor Advisor, and its officers, directors, shareholders and employees employees, and each person controlling the Advisor, acted in good faith and in a manner reasonably believed by it and them to be in or not opposed to the best interests of the Company Trust and (iii) any such indemnification will only be recoverable from the Series E Allocated Assets and the assets of the Administrator; Managing Owner and not from any other assets of any other Series of the Trust, provided further further, that no indemnification shall be permitted under this Section 2 for amounts paid in settlement if either (A) the Advisor fails to notify the Company Trust of the terms of any settlement proposed, at least fifteen (15) 15 days before any amounts are paid or (B) the Company Trust does not approve the amount of the settlement within fifteen (15) 15 days of any such notice (such approval not to be withheld unreasonably). Notwithstanding the foregoing, the Company Trust shall at all times have the right to offer to settle any matter with the approval of the Advisor (which approval shall not be withheld unreasonably), and if the Company Trust successfully negotiates a settlement and tenders payment therefor to the party claiming indemnification (the “"Indemnitee”"), the Indemnitee must either use its best efforts to dispose of the matter in accordance with the terms and conditions of the proposed settlement or the Indemnitee may refuse to settle the matter and continue its defense in which latter event the maximum liability of the Company and the Administrator Trust to the Indemnitee shall be the amount of said proposed settlement. Any indemnification by the Trust under this Section 2, unless ordered by a court, shall be made only as authorized in the specific case and only upon a determination by mutually acceptable independent legal counsel in a written opinion that indemnification is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth hereunder.

The Advisor. Subject to the provisions of Section 3 of this Agreement3, the Advisor Advisor, and each officer, director, shareholder and employee of the Advisor Advisor, and each person who controls the Advisor, shall be indemnified, defended and held harmless by the Company Trust and the AdministratorManaging Owner, jointly and severally, severally from and against any and all claims, losses, judgments, liabilities, damages, costs, expenses (including, without limitation, reasonable investigatory and attorneys’ ' fees and reasonable expenses) and amounts paid in settlement of any claims in compliance with the conditions specified below (collectively, “"Losses”") sustained by the Advisor (i) in connection with any acts or omissions of the Advisor Advisor, or any of its officers, directors or employees relating to its management of the Series F Allocated Assets, including in connection with this Agreement or otherwise as a result of the Advisor’s 's performance of services on behalf of the Company Trust or its role as trading advisor in respect of the to Series F Allocated Assets and/or (ii) as a result of a material breach of this Agreement by the Company; providedTrust or the Managing Owner, howeverprovided that, that (i) such Losses were not the result of the gross negligence, willful misconduct or a material breach of this Agreement on the part of the Advisor, and its officers, directors, shareholders and employees employees, and each person controlling the Advisor, (ii) the Advisor Advisor, and its officers, directors, shareholders and employees employees, and each person controlling the Advisor, acted in good faith and in a manner reasonably believed by it and them to be in or not opposed to the best interests of the Company Trust and (iii) any such indemnification will only be recoverable from the Series F Allocated Assets and the assets of the Administrator; Managing Owner and not from any other assets of any other Series of the Trust, provided further further, that no indemnification shall be permitted under this Section 2 for amounts paid in settlement if either (A) the Advisor fails to notify the Company Trust of the terms of any settlement proposed, at least fifteen (15) 15 days before any amounts are paid or (B) the Company Trust does not approve the amount of the settlement within fifteen (15) 15 days of any such notice (such approval not to be withheld unreasonably). Notwithstanding the foregoing, the Company Trust shall at all times have the right to offer to settle any matter with the approval of the Advisor (which approval shall not be withheld unreasonably), and if the Company Trust successfully negotiates a settlement and tenders payment therefor to the party claiming indemnification (the “"Indemnitee”"), the Indemnitee must either use its best efforts to dispose of the matter in accordance with the terms and conditions of the proposed settlement or the Indemnitee may refuse to settle the matter and continue its defense in which latter event the maximum liability of the Company and the Administrator Trust to the Indemnitee shall be the amount of said proposed settlement. Any indemnification by the Trust under this Section 2, unless ordered by a court, shall be made by the Trust only as authorized in the specific case and only upon a determination by mutually acceptable independent legal counsel in a written opinion that indemnification is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth hereunder.

The Advisor. Subject to the provisions of Section 3 of this Agreement, the Advisor and Advisor, each officerpartner, director, shareholder officer and employee of the Advisor Advisor, and each person who controls the Advisor, shall be indemnified, defended defended, and held harmless by the Company Series J and the Administrator, jointly and severallyManaging Owner, from and against any and all claims, losses, judgments, liabilities, damages, costs, expenses (including, without limitation, reasonable investigatory and attorneys’ fees and reasonable expenses) and amounts paid in settlement of any claims in compliance with the conditions specified below (collectively, “Losses”) sustained by the Advisor (i) in connection with any acts or omissions of the Advisor Advisor, or any of its officerspartners, directors officers or employees relating to its management of the Allocated Assets, including in connection with this Agreement or otherwise as a result of the Advisor’s performance of services on behalf of the Company Series J or its role as trading advisor in respect of to the Allocated Assets and/or and (ii) as a result of a material breach of this Agreement by Series J or the Company; providedManaging Owner, howeverprovided that, that (i1) such Losses were not the result of the gross negligence, willful misconduct or a material breach of this Agreement on the part of the Advisor, any of its officerspartners, directors, shareholders and officers or employees and each or any person controlling the Advisor, (ii) the Advisor Advisor, and its partners, officers, directorsemployees, shareholders and employees and each person controlling the Advisor, acted or omitted to act in good faith and in a manner reasonably believed by it and them such person to be in or not opposed to the best interests of the Company Series J and (iii) any such indemnification will only be recoverable from the Allocated Assets and the not from any other assets of Series J or any other Series of the Administrator; Trust, and provided further further, that no indemnification shall be permitted under this Section 2 for amounts paid in settlement if either (A) the Advisor fails to notify the Company Series J of the terms of any settlement proposed, at least fifteen (15) days before any amounts are paid paid, or (B) the Company Series J does not approve the amount of the settlement within fifteen (15) days of any such notice (such approval not to be withheld unreasonably). Notwithstanding the foregoing, the Company shall Series J shall, at all times times, have the right to offer to settle any matter with the approval of the Advisor (which approval shall not be withheld unreasonably), ) and if the Company Series J successfully negotiates a settlement and tenders payment therefor therefore to the party claiming indemnification (the “Indemnitee”), ) the Indemnitee must either use its best reasonable efforts to dispose of the matter in accordance with the terms and conditions of the proposed settlement or the Indemnitee may refuse to settle the matter and continue its defense in which latter event the maximum liability of the Company and the Administrator Series J to the Indemnitee shall be the amount of said proposed settlement.. Any indemnification by Series J under this Section 2, unless ordered by a court, shall be made only as authorized in the specific case by Series J.

The Advisor. Subject to the provisions of Section 3 of this Agreement3, the Advisor Advisor, and each officer, director, shareholder and employee of the Advisor Advisor, and each person who controls the Advisor, shall be indemnified, defended defended, and held harmless by the Company Trust and the Administrator, jointly and severallyManaging Owner, from and against any and all claims, losses, judgments, liabilities, damages, costs, expenses (including, without limitation, reasonable investigatory and attorneys’ fees and reasonable expenses' fees) and amounts paid in settlement of any claims in compliance with the conditions specified below (collectively, “"Losses”") sustained by the Advisor or any of its officers, directors, shareholders, employees or any person who controls the Advisor (i) in connection with any acts or omissions of the Advisor Advisor, or any of its officers, directors directors, shareholders or employees or any person who controls the Advisor relating to its the Advisor's management of the Allocated Assets, including in connection with this Agreement or otherwise as a result of the Advisor’s 's performance of services on behalf of the Company Trust or its role as trading advisor in respect of the to Allocated Assets and/or Assets, (ii) as a result of a material breach of this Agreement by the CompanyTrust or the Managing Owner, (iii) in connection with the offer of Interests pursuant to the Prospectus, and (iv) activities of the Trust which occurred prior to the date of this Agreement; providedprovided that, however, that (i) such Losses were not the result of the gross negligence, willful misconduct or a material breach of this Agreement on the part of the Advisor, or its officers, directors, shareholders and employees and each or employees, or any person controlling the Advisor, (ii) the Advisor Advisor, and its officers, directors, shareholders and employees employees, and each person controlling the Advisor, acted in good faith and in a manner reasonably believed by it and them to be in or not opposed to the best interests of the Company Trust and (iii) any such indemnification will only be recoverable from the Allocated Assets and the assets of the Administrator; and provided further that no indemnification shall be permitted under this Section 2 for amounts paid in settlement if either (A) the Advisor fails to notify the Company of the terms of any settlement proposed, at least fifteen (15) days before any amounts are paid or (B) the Company does not approve the amount of the settlement within fifteen (15) days of any such notice (such approval not to be withheld unreasonably). Notwithstanding the foregoing, the Company shall at all times have the right to offer to settle any matter with the approval of the Advisor (which approval shall not be withheld unreasonably), and if the Company successfully negotiates a settlement and tenders payment therefor to the party claiming indemnification (the “Indemnitee”), the Indemnitee must either use its best efforts to dispose of the matter in accordance with the terms and conditions of the proposed settlement or the Indemnitee may refuse to settle the matter and continue its defense in which latter event the maximum liability of the Company and the Administrator to the Indemnitee shall be the amount of said proposed settlementTrust.

The Advisor. Subject to the provisions of Section 3 of this Agreement, the Advisor and each officerAdvisor, director, shareholder and employee of the Advisor and each person who controls the AdvisorAdvisor and each of their respective partners, members, managers, officers, directors, shareholders and employees shall be indemnified, defended and held harmless by the Company Trust and the AdministratorManaging Owner, jointly and severally, from and against any and all claims, losses, judgments, liabilities, damages, costs, expenses (including, without limitation, reasonable investigatory and attorneys’ ' fees and reasonable expenses) and amounts paid in settlement of any claims in compliance with the conditions specified below (collectively, “"Losses”") sustained by the Advisor any of them (i) in connection with any acts or omissions of the Advisor Advisor, or any of its officerspartners, directors officers or employees relating to its management of the Series G Allocated Assets, including in connection with this Agreement or otherwise as a result of the Advisor’s 's performance of services on behalf of the Company Trust or its role as trading advisor in respect of the to Series G Allocated Assets and/or (ii) as a result of a material breach of this Agreement by the Company; providedTrust or the Managing Owner, however, provided that (i) such Losses were not the result of the gross negligence, willful misconduct or a material breach of this Agreement on the part of the Advisor, and its officers, directorspartners and employees, shareholders and employees and each person controlling the Advisor, (ii) the Advisor Advisor, and its officers, directorspartners and employees, shareholders and employees and each person controlling the Advisor, acted in good faith and in a manner reasonably believed by it and them such person to be in or not opposed to the best interests of the Company Trust and the Limited Owners and (iii) any such indemnification will only be recoverable from the Series G Allocated Assets and the assets of the Administrator; Managing Owner and not from any other assets of any other Series of the Trust, and provided further further, that no indemnification shall be permitted under this Section 2 for amounts paid in settlement if either (A) the Advisor fails to notify the Company Trust of the terms of any settlement proposed, at least fifteen (15) 15 days before any amounts are paid or (B) the Company Trust does not approve the amount of the settlement within fifteen (15) 15 days of any such notice (such approval not to be withheld unreasonably). Notwithstanding the foregoing, the Company Trust shall at all times have the right to offer to settle any matter with the approval of the Advisor (which approval shall not be withheld unreasonably), and if the Company Trust successfully negotiates a settlement and tenders payment therefor to the party claiming indemnification (the “"Indemnitee”"), the Indemnitee must either use its best efforts to dispose of the matter in accordance with the terms and conditions of the proposed settlement or the Indemnitee lndemnitee may refuse to settle the matter and continue its defense in which latter event the maximum liability of the Company and the Administrator Trust to the Indemnitee shall be the amount of said proposed settlement. Any indemnification by the Trust under this Section 2, unless ordered by a court, shall be made only as authorized in the specific case by the Managing Owner.

The Advisor. Subject to the provisions of Section 3 of this AgreementThe Advisor, the Advisor and each officer, director, shareholder and employee of the Advisor and each person who controls the AdvisorAdvisor and their respective officers, directors, shareholders and employees shall be indemnified, defended and held harmless by the Company Trust and the AdministratorManaging Owner, jointly and severally, from and against any and all claims, losses, judgments, liabilities, damages, costs, expenses (including, without limitation, reasonable investigatory and attorneys’ ' fees and reasonable expenses) and amounts paid in settlement of any claims in compliance with the conditions specified below (collectively, “collectively "Losses”") sustained by the Advisor any of them (i) in connection with any matter relating to the Trust's Registration Statement No. 53-81534 or final prospectus, dated September 13, 1994, (the "Prospectus") including all amendments and supplements thereto, as well as any matters relating to the Trust prior to the effective date of this Agreement, or the acts of any Other Advisor in connection with the Trust; (ii) in connection with any acts or omissions of the Advisor Advisor, or any of its officersofficers or employees, directors or employees relating to its the Advisor's management of the Allocated AssetsAssets from and after the effective date of this Agreement, including in connection with this Agreement or otherwise as a result of the Advisor’s 's performance of services on behalf of the Company Trust or its role as trading advisor in respect of the Allocated Assets and/or and (iiiii) as a result of a material breach of this Agreement by the Company; providedTrust or the Managing Owner, howeverprovided that, that (i) (A) such Losses were not the result of the gross negligence, willful misconduct or a material breach of this Agreement on the part of the Advisor, and its officers, directors, shareholders and employees employees, and each person controlling the Advisor, (iiB) the Advisor and its officers, directors, shareholders and employees employees, and each person controlling the Advisor, Advisor acted in good faith and in a manner reasonably believed by it and them to be in in, or not opposed to to, the best interests of the Company Trust, and (iiiC) any such indemnification by the Trust will only be recoverable from the Allocated Assets and the assets of the Administrator; and provided further that no indemnification shall be permitted under this Section 2 for amounts paid in settlement if either (A) the Advisor fails to notify the Company of the terms of any settlement proposed, at least fifteen (15) days before any amounts are paid or (B) the Company does not approve the amount of the settlement within fifteen (15) days of any such notice (such approval not to be withheld unreasonably). Notwithstanding the foregoing, the Company shall at all times have the right to offer to settle any matter with the approval of the Advisor (which approval shall not be withheld unreasonably), and if the Company successfully negotiates a settlement and tenders payment therefor to the party claiming indemnification (the “Indemnitee”), the Indemnitee must either use its best efforts to dispose of the matter in accordance with the terms and conditions of the proposed settlement or the Indemnitee may refuse to settle the matter and continue its defense in which latter event the maximum liability of the Company and the Administrator to the Indemnitee shall be the amount of said proposed settlementTrust.

The Advisor. Subject to the provisions of Section 3 of this Agreement3, the Advisor Advisor, and each officer, director, shareholder and employee of the Advisor Advisor, and each person who controls the Advisor, shall be indemnified, defended defended, and held harmless by the Company Trust and the Administrator, jointly and severallyManaging Owner, from and against any and all claims, claims losses, judgments, liabilities, damages, costs, expenses (including, without limitation, reasonable investigatory and attorneys’ fees and reasonable expenses' fees) and amounts paid in settlement of any claims in compliance compliane with the conditions specified below (collectively, “"Losses”") sustained by the Advisor (i) in connection with any acts or omissions of the Advisor Advisor, or any of its officers, directors or employees relating to its management of the Series C Allocated Assets, including in connection with this Agreement or otherwise as a result of the Advisor’s 's performance of services on behalf of the Company Trust or its role as trading advisor in respect of the Allocated Assets and/or to Series C and (ii) as a result of a material breach of this Agreement by the Company; providedTrust or the Managing Owner, howeverprovided that, that (i) such Losses were not the result of the gross negligence, willful misconduct or a material breach of this Agreement on the part of the Advisor, and its officers, directors, shareholders and employees employees, and each person controlling the Advisor, (ii) the Advisor Advisor, and its officers, directors, shareholders and employees employees, and each person controlling the Advisor, acted in good faith and in a manner reasonably believed by it and them to be in or not opposed to the best interests of the Company Trust and (iii) any such indemnification will only be recoverable from the Series C Allocated Assets and the assets of the Administrator; Managing Owner and not from any other assets of any other Series of the Trust, provided further further, that no indemnification shall be permitted under this Section 2 for amounts paid in settlement if either (A) the Advisor fails to notify the Company Trust of the terms of any settlement proposed, at least fifteen (15) days before any amounts are paid paid, or (B) the Company Trust does not approve the amount of the settlement within fifteen (15) days of any such notice (such approval not to be withheld unreasonably). Notwithstanding the foregoing, the Company shall Trust shall, at all times times, have the right to offer to settle any matter with the approval of the Advisor (which approval shall not be withheld unreasonably), ) and if the Company Trust successfully negotiates a settlement and tenders payment therefor to the party claiming indemnification (the “"Indemnitee”), ") the Indemnitee must either use its best efforts to dispose of the matter in accordance with the terms and conditions of the proposed settlement or the Indemnitee may refuse to settle the matter and continue its defense in which latter event the maximum liability of the Company and the Administrator Trust to the Indemnitee shall be the amount of said proposed settlement. Any indemnification under this Section 2, unless ordered by a court, shall be made by the Trust only as authorized in the specific case and only upon a determination by mutually acceptable independent legal counsel in a written opinion that indemnification is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth hereunder.

The Advisor. Subject to the provisions of Section 3 of this Agreement, the Advisor and Advisor, each officershareholder, director, shareholder officer and employee of the Advisor Advisor, and each person who controls the Advisor, shall be indemnified, defended and held harmless by the Company and the Administrator, jointly and severallyTrading Vehicle, from and against any and all claims, losses, judgments, liabilities, damages, costs, expenses (including, without limitation, reasonable investigatory and attorneys’ fees and reasonable expensesfees) and amounts paid in settlement of any claims in compliance with the conditions specified below (collectively, “Losses”) sustained by the Advisor (i) in connection with any acts or omissions of the Advisor Advisor, or any of its directors, officers, directors shareholders or employees relating to its management of the Allocated Assets, including in connection with this Agreement or otherwise as a result of the Advisor’s performance of services on behalf of the Company or its role as trading advisor in respect of the Trading Vehicle Allocated Assets and/or (ii) as a result of a material breach of this Agreement by the Company; providedTrading Vehicle or the Managing Owner, however, provided that (i) such Losses were not the result of the gross negligence, willful misconduct or a material breach of this Agreement on the part of the Advisor, any of its officersshareholders, directors, shareholders and officers or employees and each or any person controlling the Advisor, (ii) the Advisor Advisor, and its officersshareholders, directors, shareholders and employees officers, employees, and each person controlling the Advisor, acted or omitted to act in good faith and in a manner reasonably believed by it and them such person to be in in, or not opposed to to, the best interests of the Company Trading Vehicle and its Members and (iii) any such indemnification will only be recoverable from the Trading Vehicle Allocated Assets and the not from any other assets of Series H, Series J or any other Series of the Administrator; Trust, and provided further further, that no indemnification shall be permitted under this Section 2 for amounts paid in settlement if either (A) the Advisor fails to notify the Company of the terms of any settlement proposed, at least fifteen (15) days before any amounts are paid or (B) the Company Trading Vehicle does not approve the amount of the settlement within fifteen (15) days of any such notice (such approval not to be withheld unreasonably). Notwithstanding the foregoing, the Company Trading Vehicle shall at all times have the right to offer to settle any matter with the approval of the Advisor (which approval shall not be withheld unreasonably), and if the Company Trading Vehicle successfully negotiates a settlement and tenders payment therefor to the party claiming indemnification (the “Indemnitee”), the Indemnitee must either use its best reasonable efforts to dispose of the matter in accordance with the terms and conditions of the proposed settlement or the Indemnitee may refuse to settle the matter and continue its defense in which latter event the maximum liability of the Company and the Administrator Trading Vehicle to the Indemnitee shall be the amount of said proposed settlement. Any indemnification by the Trading Vehicle under this Section 2, unless ordered by a court, shall be made only as authorized in the specific case by the Trading Vehicle.

The Advisor. Subject to the provisions of Section 3 of this Agreement, the Advisor and Advisor, each officershareholder, director, shareholder officer and employee of the Advisor Advisor, and each person who controls the Advisor, shall be indemnified, defended and held harmless by the Company and the Administrator, jointly and severallyTrading Vehicle, from and against any and all claims, losses, judgments, liabilities, damages, costs, expenses (including, without limitation, reasonable investigatory and attorneys’ fees and reasonable expenses' fees) and amounts paid in settlement of any claims in compliance with the conditions specified below (collectively, “"Losses”") sustained by the Advisor (i) in connection with any acts or omissions of the Advisor Advisor, or any of its directors, officers, directors shareholders or employees relating to its management of the Allocated Assets, including in connection with this Agreement or otherwise as a result of the Advisor’s performance of services on behalf of the Company or its role as trading advisor in respect of the Trading Vehicle Allocated Assets and/or (ii) as a result of a material breach of this Agreement by the Company; providedTrading Vehicle or the Managing Owner, however, provided that (i) such Losses were not the result of the gross negligence, willful misconduct or a material breach of this Agreement on the part of the Advisor, any of its officersshareholders, directors, shareholders and officers or employees and each or any person controlling the Advisor, (ii) the Advisor Advisor, and its officersshareholders, directors, shareholders and employees officers, employees, and each person controlling the Advisor, acted or omitted to act in good faith and in a manner reasonably believed by it and them such person to be in in, or not opposed to to, the best interests of the Company Trading Vehicle and its Members and (iii) any such indemnification will only be recoverable from the Trading Vehicle Allocated Assets and the not from any other assets of Series H, Series J or any other Series of the Administrator; Trust, and provided further further, that no indemnification shall be permitted under this Section 2 for amounts paid in settlement if either (A) the Advisor fails to notify the Company of the terms of any settlement proposed, at least fifteen (15) days before any amounts are paid or (B) the Company Trading Vehicle does not approve the amount of the settlement within fifteen (15) days of any such notice (such approval not to be withheld unreasonably). Notwithstanding the foregoing, the Company Trading Vehicle shall at all times have the right to offer to settle any matter with the approval of the Advisor (which approval shall not be withheld unreasonably), and if the Company Trading Vehicle successfully negotiates a settlement and tenders payment therefor to the party claiming indemnification (the “"Indemnitee”"), the Indemnitee must either use its best reasonable efforts to dispose of the matter in accordance with the terms and conditions of the proposed settlement or the Indemnitee may refuse to settle the matter and continue its defense in which latter event the maximum liability of the Company and the Administrator Trading Vehicle to the Indemnitee shall be the amount of said proposed settlement. Any indemnification by the Trading Vehicle under this Section 2, unless ordered by a court, shall be made only as authorized in the specific case by the Trading Vehicle.

The Advisor. Subject to the provisions of Section 3 of this Agreement3, the Advisor and each officerAdvisor, director, shareholder and employee of the Advisor and each person who controls the Advisor, and each of their respective officers, directors, shareholders and employees of the Advisor, shall be indemnified, defended and held harmless by the Company Trust and the AdministratorManaging Owner, jointly and severally, from and against any and all claims, losses, judgments, liabilities, damages, costs, expenses (including, without limitation, reasonable investigatory and attorneys’ ' fees and reasonable expenses) and amounts paid in settlement of any claims in compliance with the conditions specified below (collectively, “"Losses”") sustained by the Advisor any of them (i) in connection with any acts or omissions of the Advisor Advisor, or any of its officers, directors or employees relating to its management of the Series D Allocated Assets, including in connection with this Agreement or otherwise as a result of the Advisor’s 's performance of services on behalf of the Company Trust or its role as trading advisor in respect of the to Series D Allocated Assets and/or (ii) as a result of a material breach of this Agreement by the Company; providedTrust or the Managing Owner, howeverprovided that, that (i) such Losses were not the result of the gross negligence, willful misconduct or a material breach of this Agreement on the part of the Advisor, and its officers, directors, shareholders and employees employees, and each person controlling the Advisor, (ii) the Advisor Advisor, and its officers, directors, shareholders and employees employees, and each person controlling the Advisor, acted in good faith and in a manner reasonably believed by it and them to be in or not opposed to the best interests of the Company Trust and (iii) any such indemnification will only be recoverable from the Series D Allocated Assets and the assets of the Administrator; Managing Owner and not from any other assets of any other Series of the Trust, provided further further, that no indemnification shall be permitted under this Section 2 for amounts paid in settlement if either (A) the Advisor fails to notify the Company Trust of the terms of any settlement proposed, at least fifteen (15) 15 days before any amounts are paid or (B) the Company Trust does not approve the amount of the settlement within fifteen (15) 15 days of any such notice (such approval not to be withheld unreasonably). Notwithstanding the foregoing, the Company Trust shall at all times have the right to offer to settle any matter with the approval of the Advisor (which approval shall not be withheld unreasonably), and if the Company Trust successfully negotiates a settlement and tenders payment therefor to the party claiming indemnification (the “"Indemnitee”"), the Indemnitee must either use its best reasonable efforts to dispose of the matter in accordance with the terms and conditions of the proposed settlement or the Indemnitee may refuse to settle the matter and continue its defense in which latter event the maximum liability of the Company and the Administrator Trust to the Indemnitee shall be the amount of said proposed settlement. Any indemnification by the Trust under this Section 2, unless ordered by a court, shall be made only as authorized in the specific case and only upon a determination by mutually acceptable independent legal counsel in a written opinion that indemnification is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth hereunder.

The Advisor. Subject to the provisions of Section 3 of this Agreement, the Advisor and Advisor, each officerpartner, director, shareholder officer and employee of the Advisor Advisor, and each person who controls the Advisor, shall be indemnified, defended and held harmless by the Company Trading Vehicle and the Administrator, jointly and severallyManaging Owner, from and against any and all claims, losses, judgments, liabilities, damages, costs, expenses (including, without limitation, reasonable investigatory and attorneys’ fees and reasonable expenses' fees) and amounts paid in settlement of any claims in compliance with the conditions specified below (collectively, “"Losses”") sustained by the Advisor (i) in connection with any acts or omissions of the Advisor Advisor, or any of its officerspartners, directors officers or employees relating to its management of the Allocated Assets, including in connection with this Agreement or otherwise as a result of the Advisor’s performance of services on behalf of the Company or its role as trading advisor in respect of the Trading Vehicle Allocated Assets and/or (ii) as a result of a material breach of this Agreement by the Company; providedTrading Vehicle or the Managing Owner, however, provided that (i) such Losses were not the result of the gross negligence, willful misconduct or a material breach of this Agreement on the part of the Advisor, any of its officerspartners, directors, shareholders and officers or employees and each or any person controlling the Advisor, (ii) the Advisor Advisor, and its partners, officers, directorsemployees, shareholders and employees and each person controlling the Advisor, acted or omitted to act in good faith and in a manner reasonably believed by it and them such person to be in in, or not opposed to to, the best interests of the Company Trading Vehicle and its Members and (iii) any such indemnification will only be recoverable from the Trading Vehicle Allocated Assets and the not from any assets of Series G, Series J or any other Series of the Administrator; Trust, and provided further further, that no indemnification shall be permitted under this Section 2 for amounts paid in settlement if either (A) the Advisor fails to notify the Company Trading Vehicle of the terms of any settlement proposed, at least fifteen (15) 15 days before any amounts are paid or (B) the Company Trading Vehicle does not approve the amount of the settlement within fifteen (15) 15 days of any such notice (such approval not to be withheld unreasonably). Notwithstanding the foregoing, the Company Trading Vehicle shall at all times have the right to offer to settle any matter with the approval of the Advisor (which approval shall not be withheld unreasonably), and if the Company Trading Vehicle successfully negotiates a settlement and tenders payment therefor to the party claiming indemnification (the “"Indemnitee”"), the Indemnitee must either use its best reasonable efforts to dispose of the matter in accordance with the terms and conditions of the proposed settlement or the Indemnitee may refuse to settle the matter and continue its defense in which latter event the maximum liability of the Company and the Administrator Trading Vehicle to the Indemnitee shall be the amount of said proposed settlement. Any indemnification by the Trading Vehicle under this Section 2, unless ordered by a court, shall be made only as authorized in the specific case by the Trading Vehicle.

The Advisor. Subject to the provisions of Section 3 of this Agreement, the Advisor and Advisor, each officer, director, shareholder and employee of person who controls the Advisor and each person who controls of their respective partners, members, managers, officers, directors, shareholders and employees of the Advisor, shall be indemnified, defended and held harmless by the Company Trust and the AdministratorManaging Owner, jointly and severally, from and against any and all claims, losses, judgments, liabilities, damages, costs, expenses (including, without limitation, reasonable investigatory and attorneys’ ' fees and reasonable expenses) and amounts paid in settlement of any claims in compliance with the conditions specified below (collectively, “"Losses”") sustained by the Advisor any of them (i) in connection with any acts or omissions of the Advisor Advisor, or any of its officers, directors or employees relating to its management of the Series H Allocated Assets, including in connection with this Agreement or otherwise as a result of the Advisor’s 's performance of services on behalf of the Company Trust or its role as trading advisor in respect of the to Series H Allocated Assets and/or (ii) as a result of a material breach of this Agreement by the Company; providedTrust or the Managing Owner, howeverprovided that, that (i) such Losses were not the result of the gross negligence, willful misconduct or a material breach of this Agreement on the part of the Advisor, and its officers, directors, shareholders and employees employees, and each person controlling the Advisor, (ii) the Advisor Advisor, and its officers, directors, shareholders and employees employees, and each person controlling the Advisor, acted in good faith and in a manner reasonably believed by it and them such person to be in or not opposed to the best interests of the Company Trust and the Limited Owners and (iii) any such indemnification will only be recoverable from the Series H Allocated Assets and the assets of the Administrator; Managing Owner and not from any other assets of any other Series of the Trust, provided further further, that no indemnification shall be permitted under this Section 2 for amounts paid in settlement if either (A) the Advisor fails to notify the Company Trust of the terms of any settlement proposed, at least fifteen (15) 15 days before any amounts are paid or (B) the Company Trust does not approve the amount of the settlement within fifteen (15) 15 days of any such notice (such approval not to be withheld unreasonably). Notwithstanding the foregoing, the Company Trust shall at all times have the right to offer to settle any matter with the approval of the Advisor (which approval shall not be withheld unreasonably), and if the Company Trust successfully negotiates a settlement and tenders payment therefor to the party claiming indemnification (the “"Indemnitee”"), the Indemnitee must either use its best reasonable efforts to dispose of the matter in accordance with the terms and conditions of the proposed settlement or the Indemnitee may refuse to settle the matter and continue its defense in which latter event the maximum liability of the Company and the Administrator Trust to the Indemnitee shall be the amount of said proposed settlement. Any indemnification by the Trust under this Section 2, unless ordered by a court, shall be made only as authorized in the specific case by the Managing Owner.

The Advisor. Subject to the provisions of Section 3 of this Agreement3, the Advisor Advisor, and each officer, director, shareholder and employee of the Advisor Advisor, and each person who controls the Advisor, shall be indemnified, defended defended, and held harmless by the Company Trust and the Administrator, jointly and severallyManaging Owner, from and against any and all claims, claims losses, judgments, liabilities, damages, costs, expenses (including, without limitation, reasonable investigatory and attorneys’ fees and reasonable expenses' fees) and amounts paid in settlement of any claims in compliance with the conditions specified below (collectively, “"Losses”") sustained by the Advisor (i) in connection with any acts or omissions of the Advisor Advisor, or any of its officers, directors or employees relating to its management of the Series B Allocated Assets, including in connection with this Agreement or otherwise as a result of the Advisor’s 's performance of services on behalf of the Company Trust or its role as trading advisor in respect of the Allocated Assets and/or to Series B and (ii) as a result of a material breach of this Agreement by the Company; providedTrust or the Managing Owner, howeverprovided that, that (i) such Losses were not the result of the gross negligence, willful misconduct or a material breach of this Agreement on the part of the Advisor, and its officers, directors, shareholders and employees employees, and each person controlling the Advisor, (ii) the Advisor Advisor, and its officers, directors, shareholders and employees employees, and each person controlling the Advisor, acted in good faith and in a manner reasonably believed by it and them to be in or not opposed to the best interests of the Company Trust and (iii) any such indemnification will only be recoverable from the Series B Allocated Assets and the assets of the Administrator; Managing Owner and not from any other assets of any other Series of the Trust, provided further further, that no indemnification shall be permitted under this Section 2 for amounts paid in settlement if either (A) the Advisor fails to notify the Company Trust of the terms of any settlement proposed, at least fifteen (15) days before any amounts are paid paid, or (B) the Company Trust does not approve the amount of the settlement within fifteen (15) days of any such notice (such approval not to be withheld unreasonably). Notwithstanding the foregoing, the Company shall Trust shall, at all times times, have the right to offer to settle any matter with the approval of the Advisor (which approval shall not be withheld unreasonably), ) and if the Company Trust successfully negotiates a settlement and tenders payment therefor to the party claiming indemnification (the “"Indemnitee”), ") the Indemnitee must either use its best efforts to dispose of the matter in accordance with the terms and conditions of the proposed settlement or the Indemnitee may refuse to settle the matter and continue its defense in which latter event the maximum liability of the Company and the Administrator Trust to the Indemnitee shall be the amount of said proposed settlement. Any indemnification under this Section 2, unless ordered by a court, shall be made by the Trust only as authorized in the specific case and only upon a determination by mutually acceptable independent legal counsel in a written opinion that indemnification is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth hereunder.

The Advisor. Subject to the provisions of Section 3 of this Agreement3, the Advisor Advisor, and each officer, director, shareholder and employee of the Advisor Advisor, and each person who controls the Advisor, shall be indemnified, defended defended, and held harmless by the Company Trust and the Administrator, jointly and severallyManaging Owner, from and against any and all claims, losses, judgments, liabilities, damages, costs, expenses (including, without limitation, reasonable investigatory and attorneys’ fees and reasonable expenses' fees) and amounts paid in settlement of any claims in compliance with the conditions specified below (collectively, “"Losses”") sustained by the Advisor (i) in connection with any acts or omissions of the Advisor Advisor, or any of its officers, directors or employees relating to its management of the Series A Allocated Assets, including in connection with this Agreement or otherwise as a result of the Advisor’s 's performance of services on behalf of the Company Trust or its role as trading advisor in respect of the to Series A Allocated Assets and/or and (ii) as a result of a material breach of this Agreement by the Company; providedTrust or the Managing Owner, howeverprovided that, that (i) such Losses were not the result of the gross negligence, willful misconduct or a material breach of this Agreement on the part of the Advisor, and its officers, directors, shareholders and employees employees, and each person controlling the Advisor, (ii) the Advisor Advisor, and its officers, directors, shareholders and employees employees, and each person controlling the Advisor, acted in good faith and in a manner reasonably believed by it and them to be in or not opposed to the best interests of the Company Trust and (iii) any such indemnification will only be recoverable from the Series A Allocated Assets and the assets of the Administrator; Managing Owner and not from any other assets of any other Series of the Trust, provided further further, that no indemnification shall be permitted under this Section 2 for amounts paid in settlement if either (A) the Advisor fails to notify the Company Trust of the terms of any settlement proposed, at least fifteen (15) days before any amounts are paid paid, or (B) the Company Trust does not approve the amount of the settlement within fifteen (15) days of any such notice (such approval not to be withheld unreasonably). Notwithstanding the foregoing, the Company shall Trust shall, at all times times, have the right to offer to settle any matter with the approval of the Advisor (which approval shall not be withheld unreasonably), ) and if the Company Trust successfully negotiates a settlement and tenders payment therefor to the party claiming indemnification (the “"Indemnitee”), ") the Indemnitee must either use its best efforts to dispose of the matter in accordance with the terms and conditions of the proposed settlement or the Indemnitee may refuse to settle the matter and continue its defense in which latter event the maximum liability of the Company and the Administrator Trust to the Indemnitee shall be the amount of said proposed settlement. Any indemnification under this Section 2, unless ordered by a court, shall be made by the Trust only as authorized in the specific case and only upon a determination by mutually acceptable independent legal counsel in a written opinion that indemnification is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth hereunder.

The Advisor. Subject to the provisions of Section 3 of this AgreementThe Advisor, the Advisor and each officer, director, shareholder and employee of the Advisor and each person who controls the AdvisorAdvisor and their respective officers, directors, shareholders and employees shall be indemnified, defended and held harmless by the Company Trust and the AdministratorManaging Owner, jointly and severally, from and against any and all claims, losses, judgments, liabilities, damages, costs, expenses (including, without limitation, reasonable investigatory and attorneys’ ' fees and reasonable expenses) and amounts paid in settlement of any claims in compliance with the conditions specified below (collectively, “collectively "Losses”") sustained by the Advisor any of them (i) in connection with any matter relating to the Trust's Registration Statement No. 33-80443 or final prospectus, dated February 7, 1996, (the "Prospectus") including all amendments and supplements thereto, as well as any matters relating to the Trust prior to the effective date of this Agreement, or the acts of any Other Advisor in connection with the Trust; (ii) in connection with any acts or omissions of the Advisor Advisor, or any of its officersofficers or employees, directors or employees relating to its the Advisor's management of the Allocated AssetsAssets from and after the effective date of this Agreement, including in connection with this Agreement or otherwise as a result of the Advisor’s 's performance of services on behalf of the Company Trust or its role as trading advisor in respect of the Allocated Assets and/or and (iiiii) as a result of a material breach of this Agreement by the Company; providedTrust or the Managing Owner, howeverprovided that, that (i) (A) such Losses were not the result of the gross negligence, willful misconduct or a material breach of this Agreement on the part of the Advisor, and its officers, directors, shareholders and employees employees, and each person controlling the Advisor, (iiB) the Advisor and its officers, directors, shareholders and employees employees, and each person controlling the Advisor, Advisor acted in good faith and in a manner reasonably believed by it and them to be in in, or not opposed to to, the best interests of the Company Trust, and (iiiC) any such indemnification by the Trust will only be recoverable from the Allocated Assets and the assets of the Administrator; and provided further that no indemnification shall be permitted under this Section 2 for amounts paid in settlement if either (A) the Advisor fails to notify the Company of the terms of any settlement proposed, at least fifteen (15) days before any amounts are paid or (B) the Company does not approve the amount of the settlement within fifteen (15) days of any such notice (such approval not to be withheld unreasonably). Notwithstanding the foregoing, the Company shall at all times have the right to offer to settle any matter with the approval of the Advisor (which approval shall not be withheld unreasonably), and if the Company successfully negotiates a settlement and tenders payment therefor to the party claiming indemnification (the “Indemnitee”), the Indemnitee must either use its best efforts to dispose of the matter in accordance with the terms and conditions of the proposed settlement or the Indemnitee may refuse to settle the matter and continue its defense in which latter event the maximum liability of the Company and the Administrator to the Indemnitee shall be the amount of said proposed settlementTrust.

The Advisor. Subject to the provisions of Section 3 of this Agreement3, the Advisor Advisor, and each officer, director, shareholder and employee of the Advisor Advisor, and each person who controls the Advisor, shall be indemnified, defended defended, and held harmless by the Company Trust and the Administrator, jointly and severallyManaging Owner, from and against any and all claims, losses, judgments, liabilities, damages, costs, expenses (including, without limitation, reasonable investigatory and attorneys’ fees and reasonable expenses' fees) and amounts paid in settlement of any claims in compliance with the conditions specified below (collectively, “"Losses”") sustained by the Advisor (i) in connection with any acts or omissions of the Advisor Advisor, or any of its officers, directors or employees relating to its management of the Series I Allocated Assets, including in connection with this Agreement or otherwise as a result of the Advisor’s 's performance of services on behalf of the Company Trust or its role as trading advisor in respect of the to Series I Allocated Assets and/or and (ii) as a result of a material breach of this Agreement by the Company; providedTrust or the Managing Owner, howeverprovided that, that (i1) such Losses were not the result of the gross negligence, willful misconduct or a material breach of this Agreement on the part of the Advisor, and its officers, directors, shareholders and employees employees, and each person controlling the Advisor, (ii) the Advisor Advisor, and its officers, directors, shareholders and employees employees, and each person controlling the Advisor, acted in good faith and in a manner reasonably believed by it and them such person to be in or not opposed to the best interests of the Company Trust and the Limited Owners and (iii) any such indemnification will only be recoverable from the Series I Allocated Assets and the assets of the Administrator; Managing Owner and not from any other assets of any other Series of the Trust, provided further further, that no indemnification shall be permitted under this Section 2 for amounts paid in settlement if either (A) the Advisor fails to notify the Company Trust of the terms of any settlement proposed, at least fifteen (15) days before any amounts are paid paid, or (B) the Company Trust does not approve the amount of the settlement within fifteen (15) days of any such notice (such approval not to be withheld unreasonably). Notwithstanding the foregoing, the Company shall Trust shall, at all times times, have the right to offer to settle any matter with the approval of the Advisor (which approval shall not be withheld unreasonably), ) and if the Company Trust successfully negotiates a settlement and tenders payment therefor to the party claiming indemnification (the “"Indemnitee”), ") the Indemnitee must either use its best efforts to dispose of the matter in accordance with the terms and conditions of the proposed settlement or the Indemnitee may refuse to settle the matter and continue its defense in which latter event the maximum liability of the Company and the Administrator Trust to the Indemnitee shall be the amount of said proposed settlement. Any indemnification under this Section 2, unless ordered by a court, shall be made by the Trust only as authorized in the specific case by the Managing Owner.