Common use of Appointment of Advisers Clause in Contracts

Appointment of Advisers. (a) The Bondholders’ Representative may, when it deems necessary, at the reasonable cost and expense of the Issuer, engage any lawyers or other experts reasonably believed by it to be of good reputation and shall use its reasonable endeavour to, as soon as reasonably practicable, advise the Issuer of such engagement and any cost and expense which may be incurred, and obtain any advice from them, and rely on any advice so obtained and shall be protected and shall incur no liability in respect of any action taken or omitted to be taken in accordance with such advice in good faith, except where it acts or omits to act with gross negligence or wilful misconduct in the selection of such lawyers or other experts, provided that such engagement of lawyers or other experts is in respect of: (i) the compliance and/or enforcement of any provisions of the Transaction Documents; (ii) any actual or proposed amendment, waiver or consent requested by the Issuer relating to the Transaction Documents; (iii) any Event of Default or breach of or default under, the Bonds and the Conditions or any issue or dispute that may arise in connection with the Transaction Documents; or (iv) the performance by the Bondholders’ Representative of any obligations of the Issuer under the Transaction Documents which the Issuer has failed or refused to perform. (b) The Issuer shall bear any actual and reasonable fees, costs or expenses incurred by the Bondholders’ Representative in engaging any such lawyers or other experts pursuant to Clause 3.1(a) above, provided that: (i) such fees and expenses have not been incurred by the Bondholders Representative by reason of its gross negligence, fraud, wilful misconduct or breach of the Transaction Documents or applicable law; and (ii) for any such fees, cost and expenses (other than those incurred or to be incurred for the purpose of or in connection with making any claim against the Issuer and/or the Guarantor) which exceeds Baht 300,000 per annum, the Bondholders’ Representative has obtained a prior written approval thereof from the Issuer. In connection with (ii) above, the Bondholders’ Representative may proceed to incur the said fees, costs and expenses without the Issuer’s prior written approval if such approval is unreasonably withheld or not given in a timely manner by the Issuer.

Appointment of Advisers. (a) The BondholdersDebentureholders’ Representative may, when it deems necessary, at the reasonable cost and expense of the Issuer, engage any lawyers or other experts reasonably believed by it to be of good reputation and shall use its reasonable endeavour to, as soon as reasonably practicable, advise the Issuer of such engagement and any cost and expense which may be incurred, and obtain any advice from them, and rely on any advice so obtained and shall be protected and shall incur no liability in respect of any action taken or omitted to be taken in accordance with such advice in good faith, except where it acts or omits to act with gross negligence or wilful misconduct in the selection of such lawyers or other experts, provided that such engagement of lawyers or other experts is in respect of: (i) the compliance and/or enforcement of any provisions of the Transaction Documents; (ii) any actual or proposed amendment, waiver or consent requested by the Issuer relating to the Transaction Documents; (iii) any Event of Default or breach of or default under, the Bonds Debentures and the Conditions or any issue or dispute that may arise in connection with the Transaction Documents; or (iv) the performance by the BondholdersDebentureholders’ Representative of any obligations of the Issuer under the Transaction Documents which the Issuer has failed or refused to perform. (b) The Issuer shall bear any actual and reasonable fees, costs or expenses incurred by the BondholdersDebentureholders’ Representative in engaging any such lawyers or other experts pursuant to Clause 3.1(a) above, provided that: (i) such fees and expenses have not been incurred by the Bondholders Debentureholders Representative by reason of its gross negligence, fraud, wilful misconduct or breach of the Transaction Documents or applicable lawlaws; and (ii) for any such fees, cost and expenses (other than those incurred or to be incurred for the purpose of or in connection with making any claim against the Issuer and/or the Guarantor) which exceeds Baht 300,000 (three hundred thousand Baht) per annumtransaction, the BondholdersDebentureholders’ Representative has obtained a prior written approval thereof from the Issuer. In connection with (ii) above, the BondholdersDebentureholders’ Representative may proceed to incur the said fees, costs and expenses without the Issuer’s prior written approval if such approval is unreasonably withheld or not given in a timely manner by the Issuer.

Appointment of Advisers. (a) The Bondholders’ Representative may, when it deems necessary, at the reasonable cost and expense of the Issuer, engage any lawyers lawyers, advisers or other experts reasonably believed by it to be of good reputation and shall use its reasonable endeavour to, as soon as reasonably practicable, advise the Issuer of such engagement and any cost and expense which may be incurred, and obtain any advice from them, and rely on any advice so obtained and shall be protected and shall incur no liability in respect of any action taken or omitted to be taken in accordance with such advice in good faith, except where it acts or omits to act with gross negligence or wilful misconduct in the selection of such lawyers lawyers, advisers or other experts, provided that such engagement of lawyers lawyers, advisers or other experts is in respect of: (i) the compliance and/or enforcement of any provisions of the Transaction Documents; (ii) any actual or proposed amendment, waiver or consent requested by the Issuer relating to the Transaction Documents; (iii) any Event of Default or breach of or default under, under the Bonds and the Conditions or any issue or dispute that may arise in connection with the Bonds and the Transaction Documents; or (iv) the performance by the Bondholders’ Representative of any obligations of the Issuer under the Transaction Documents which the Issuer has failed or refused to perform. (b) The Issuer shall bear any actual and reasonable feescosts, costs losses, liabilities or expenses (including, but not limited to, reasonable legal costs on a full indemnity basis) reasonably incurred by the Bondholders’ Representative in engaging any such lawyers lawyers, advisers or other experts pursuant to Clause 3.1(a) above, provided that: (i) such fees and expenses have not been incurred by the Bondholders Representative by reason of its gross negligence, fraud, wilful misconduct or breach of the Transaction Documents or applicable law; and (ii) for any such fees, cost and expenses (other than those incurred or to be incurred for the purpose of or in connection with making any claim against the Issuer and/or the Guarantor) which exceeds Baht 300,000 per annum, the Bondholders’ Representative has obtained a prior written approval thereof from the Issuer. In connection with (ii) above, the Bondholders’ Representative may proceed to incur the said fees, costs and expenses without the Issuer’s prior written approval if such approval is unreasonably withheld or not given in a timely manner by the Issueras aforesaid.

Appointment of Advisers. (a) The Bondholders’ Representative may, when it deems necessary, at the reasonable cost and expense of the Issuer, engage any lawyers lawyers, advisers or other experts reasonably believed by it to be of good reputation and shall use its reasonable endeavour to, as soon as reasonably practicable, advise the Issuer of such engagement and any cost and expense which may be incurred, and obtain any advice from them, and rely on any advice so obtained and shall be protected and shall incur no liability in respect of any action taken or omitted to be taken in accordance with such advice in good faith, except where it acts or omits to act with gross negligence or wilful misconduct in the selection of such lawyers lawyers, advisers or other experts, provided that such engagement of lawyers lawyers, advisers or other experts is in respect of: (i) the compliance and/or enforcement of any provisions of the Transaction Documents; (ii) any actual or proposed amendment, waiver or consent requested by the Issuer relating to the Transaction Documents; (iii) any Event of Default or breach of or default under, under the Bonds and the Conditions or any issue or dispute that may arise in connection with the Bonds and the Transaction Documents; or (iv) the performance by the Bondholders’ Representative of any obligations of the Issuer under the Transaction Documents which the Issuer has failed or refused to perform. (b) The Issuer shall bear any actual and reasonable feescosts, costs losses, liabilities or expenses (including, but not limited to, reasonable legal costs on a full indemnity basis) reasonably incurred by the Bondholders’ Representative in engaging any such lawyers lawyers, advisers or other experts pursuant to Clause 3.1(a) above, provided that: (i) such fees and expenses have not been incurred by the Bondholders Representative by reason of its gross negligence, fraud, wilful misconduct or breach of the Transaction Documents or applicable law; and (ii) for any such fees, cost and expenses (other than those incurred or to be incurred for the purpose of or in connection with making any claim against the Issuer and/or the Guarantor) which exceeds Baht 300,000 per annum, the Bondholders’ Representative has obtained a prior written approval thereof from the Issuer. In connection with (ii) above, the Bondholders’ Representative may proceed to incur the said fees, costs and expenses without the Issuer’s prior written approval if such approval is unreasonably withheld or not given in a timely manner by the Issueras aforesaid.

Appointment of Advisers. (a) The Bondholders’ Representative may, when it deems necessary, at the reasonable cost and expense of the Issuer, engage any lawyers or other experts reasonably believed by it to be of good reputation at the reasonable cost and expense of the Issuer and shall use its reasonable endeavour to, as soon as reasonably practicable, advise the Issuer of such engagement and any cost and expense which may be incurred, and obtain any advice from them, and . The Bondholders’ Representative shall be entitled to rely on any advice so obtained from any such lawyers or other experts, and shall be protected and shall incur no liability in respect of any action taken or omitted to be taken in accordance with such advice in good faith, except where it acts or omits to act with gross negligence or wilful misconduct, or has acted with gross negligence or wilful misconduct in the selection of such lawyers or other experts, provided that such engagement of the lawyers or other experts is in respect of: (i) the compliance with and/or enforcement of any provisions of the Transaction Documents; (ii) any actual or proposed amendment, waiver or consent requested by the Issuer relating to the Transaction Documents; (iii) any Event of Default or breach of or default under, the Bonds and the Conditions or any issue or dispute that may arise in connection with the Transaction Documents; or (iv) the performance by the Bondholders’ Representative of any obligations of the Issuer under the Transaction Documents which the Issuer has failed or refused to perform. (b) The Issuer shall bear any actual and reasonable fees, costs or expenses incurred by the Bondholders’ Representative in engaging any such lawyers or other experts pursuant to Clause 3.1(a) above, provided that: (i) such fees and expenses have not been incurred by the Bondholders Bondholders’ Representative by reason of its gross negligence, fraud, wilful misconduct or breach of the Transaction Documents or applicable lawlaws; and (ii) for any such fees, cost and expenses (other than those incurred or to be incurred for the purpose of or in connection with making any claim against the Issuer and/or the Guarantor) which exceeds Baht 300,000 100,000 (one hundred thousand Baht) per annumtransaction, the Bondholders’ Representative has obtained a prior written approval thereof from the Issuer. In connection with (ii) above, the Bondholders’ Representative may proceed to incur the said fees, costs and expenses without the Issuer’s prior written approval if such approval is unreasonably withheld or not given in a timely manner by the Issuer.

Appointment of Advisers. (a) The Bondholders’ Representative mayTrust hereby appoints NTI jointly with NTGIL with respect to the Global Fixed Income and International Growth Equity Funds, when it deems necessary, at the reasonable cost and expense of the Issuer, engage any lawyers or other experts reasonably believed by it to be of good reputation and shall use its reasonable endeavour to, as soon as reasonably practicable, advise the Issuer of such engagement and any cost and expense which may be incurred, and obtain any advice from them, and rely on any advice so obtained and shall be protected and shall incur no liability in respect of any action taken or omitted to be taken in accordance with such advice in good faith, except where it acts or omits to act with gross negligence or wilful misconduct in the selection of such lawyers or other expertsas investment advisers, provided that such engagement of lawyers or other experts is in respect of: (i) the compliance and/or enforcement of any provisions of the Transaction Documents; (ii) any actual or proposed amendment, waiver or consent requested by the Issuer relating to the Transaction Documents; (iii) any Event of Default or breach of or default under, the Bonds Trust and the Conditions or any issue or dispute that may arise in connection with Trust hereby appoints NTI to act as investment adviser to each of its other Current Funds, for the Transaction Documents; or (iv) periods and on the performance by terms herein set forth. The Advisers accept such appointments and agree to render the Bondholders’ Representative of any obligations of services herein set forth, for the Issuer under the Transaction Documents which the Issuer has failed or refused to performcompensation herein provided. (b) The Issuer In the event that the Trust establishes one or more portfolios other than the Current Funds with respect to which it desires to retain one or more of the Advisers to act as investment adviser hereunder, it shall bear any actual notify the Advisers in writing. If the Advisers are willing to render such services under this Agreement it shall notify the Trust in writing whereupon such portfolio shall become a Fund hereunder and reasonable fees, costs or expenses incurred shall be subject to the provisions of this Agreement to the same extent as the Current Funds except to the extent that said provisions (including those relating to the compensation payable by the Bondholders’ Representative Trust to the Advisers) are modified with respect to such Fund in engaging any such lawyers writing by the Trust and the Advisers at the time. (c) At its discretion, the Advisers may provide advisory services under this Agreement through their own employees or other experts pursuant the employees of one or more affiliated companies that are qualified to Clause 3.1(a) aboveact as investment adviser to the Trust under applicable law and either control, are controlled by or are under control with the Advisers, provided that: (i) such fees and expenses have not been incurred by the Bondholders Representative by reason all persons, when providing services hereunder, are functioning as part of its gross negligence, fraud, wilful misconduct or breach an organized group of the Transaction Documents or applicable lawpersons; and (ii) for any such fees, cost and expenses (other than those incurred or to be incurred for organized group of persons is managed at all times by the purpose of or in connection with making any claim against the Issuer and/or the Guarantor) which exceeds Baht 300,000 per annumAdvisers' authorized officers. In addition, the Bondholders’ Representative has obtained a prior written approval thereof Advisers may engage one or more investment advisers that are either registered as such or specifically exempt from registration under the Issuer. In connection Investment Advisers Act of 1940, as amended, to act as sub-advisers or co-advisers to provide with (ii) aboverespect to any Fund any or all of the services set forth in this Agreement, the Bondholders’ Representative may proceed to incur the said fees, costs and expenses without the Issuer’s prior written approval if such approval is unreasonably withheld or not given all as shall be set forth in a timely written contract approved to the extent and in the manner required by the Issuer1940 Act and interpretations thereof by the Securities and Exchange Commission (the "Commission") and its staff.

Appointment of Advisers. (a) The Bondholders’ Representative mayTrust hereby appoints NTI jointly with NTGIL with respect to the Global Fixed Income and International Growth Equity Funds, when it deems necessary, at the reasonable cost and expense of the Issuer, engage any lawyers or other experts reasonably believed by it to be of good reputation and shall use its reasonable endeavour to, as soon as reasonably practicable, advise the Issuer of such engagement and any cost and expense which may be incurred, and obtain any advice from them, and rely on any advice so obtained and shall be protected and shall incur no liability in respect of any action taken or omitted to be taken in accordance with such advice in good faith, except where it acts or omits to act with gross negligence or wilful misconduct in the selection of such lawyers or other expertsas investment advisers, provided that such engagement of lawyers or other experts is in respect of: (i) the compliance and/or enforcement of any provisions of the Transaction Documents; (ii) any actual or proposed amendment, waiver or consent requested by the Issuer relating to the Transaction Documents; (iii) any Event of Default or breach of or default under, the Bonds Trust and the Conditions or any issue or dispute that may arise in connection with Trust hereby appoints NTI to act as investment adviser to each of its other Current Funds, for the Transaction Documents; or (iv) periods and on the performance by terms herein set forth. The Advisers accept such appointments and agree to render the Bondholders’ Representative of any obligations of services herein set forth, for the Issuer under the Transaction Documents which the Issuer has failed or refused to performcompensation herein provided. (b) The Issuer In the event that the Trust establishes one or more portfolios other than the Current Funds with respect to which it desires to retain one or more of the Advisers to act as investment adviser hereunder, it shall bear any actual notify the Advisers in writing. If the Advisers are willing to render such services under this Agreement it shall notify the Trust in writing whereupon such portfolio shall become a Fund hereunder and reasonable fees, costs or expenses incurred shall be subject to the provisions of this Agreement to the same extent as the Current Funds except to the extent that said provisions (including those relating to the compensation payable by the Bondholders’ Representative Trust to the Advisers) are modified with respect to such Fund in engaging any such lawyers writing by the Trust and the Advisers at the time. (c) At its discretion, the Advisers may provide advisory services under this Agreement through their own employees or other experts pursuant the employees of one or more affiliated companies that are qualified to Clause 3.1(a) aboveact as investment adviser to the Trust under applicable law and either control, are controlled by or are under control with the Advisers, provided that: (i) such fees and expenses have not been incurred by the Bondholders Representative by reason all persons, when providing services hereunder, are functioning as part of its gross negligence, fraud, wilful misconduct or breach an organized group of the Transaction Documents or applicable lawpersons; and (ii) for any such fees, cost and expenses (other than those incurred or to be incurred for organized group of persons is managed at all times by the purpose of or in connection with making any claim against the Issuer and/or the Guarantor) which exceeds Baht 300,000 per annumAdvisers’ authorized officers. In addition, the Bondholders’ Representative has obtained a prior written approval thereof Advisers may engage one or more investment advisers that are either registered as such or specifically exempt from registration under the Issuer. In connection Investment Advisers Act of 1940, as amended, to act as sub-advisers or co-advisers to provide with (ii) aboverespect to any Fund any or all of the services set forth in this Agreement, the Bondholders’ Representative may proceed to incur the said fees, costs and expenses without the Issuer’s prior written approval if such approval is unreasonably withheld or not given all as shall be set forth in a timely written contract approved to the extent and in the manner required by the Issuer1940 Act and interpretations thereof by the Securities and Exchange Commission (the “Commission”) and its staff.

Appointment of Advisers. (a) The Bondholders’ Representative mayTrust hereby appoints NTI, when it deems necessaryjointly with NTGIL with respect to the International Growth Portfolio, at to act as investment advisers to the reasonable cost Trust and expense the Trust hereby appoints NTI to act as investment adviser to each of the Issuerother Current Portfolios for the periods and on the terms herein set forth. The Advisers accept such appointment and agree to render the services herein set forth, engage any lawyers or other experts reasonably believed by it to be of good reputation and shall use its reasonable endeavour to, as soon as reasonably practicable, advise for the Issuer of such engagement and any cost and expense which may be incurred, and obtain any advice from them, and rely on any advice so obtained and shall be protected and shall incur no liability in respect of any action taken or omitted to be taken in accordance with such advice in good faith, except where it acts or omits to act with gross negligence or wilful misconduct in the selection of such lawyers or other experts, provided that such engagement of lawyers or other experts is in respect of: (i) the compliance and/or enforcement of any provisions of the Transaction Documents; (ii) any actual or proposed amendment, waiver or consent requested by the Issuer relating to the Transaction Documents; (iii) any Event of Default or breach of or default under, the Bonds and the Conditions or any issue or dispute that may arise in connection with the Transaction Documents; or (iv) the performance by the Bondholders’ Representative of any obligations of the Issuer under the Transaction Documents which the Issuer has failed or refused to performcompensation herein provided. (b) The Issuer In the event that the Trust establishes one or more portfolios other than the Current Portfolios with respect to which it desires to retain one or more of the Advisers to act as investment adviser hereunder, it shall bear any actual notify the Advisers in writing. If the Advisers are willing to render such services under this Agreement it shall notify the Trust in writing whereupon such portfolio shall become a Portfolio hereunder and reasonable fees, costs or expenses incurred shall be subject to the provisions of this Agreement to the same extent as the Current Portfolios except to the extent that said provisions (including those relating to the compensation payable by the Bondholders’ Representative Trust to the Advisers) are modified with respect to such Portfolio in engaging any such lawyers writing by the Trust and the Advisers at the time. (c) At its discretion, the Advisers may provide advisory services under this Agreement through their own employees or other experts pursuant the employees of one or more affiliated companies that are qualified to Clause 3.1(a) aboveact as investment adviser to the Trust under applicable law and either control, are controlled by or are under control with the Advisers, provided that: (i) such fees and expenses have not been incurred by the Bondholders Representative by reason all persons, when providing services hereunder, are functioning as part of its gross negligence, fraud, wilful misconduct or breach an organized group of the Transaction Documents or applicable lawpersons; and (ii) for any such fees, cost and expenses (other than those incurred or to be incurred for organized group of persons is managed at all times by the purpose of or in connection with making any claim against the Issuer and/or the Guarantor) which exceeds Baht 300,000 per annumAdvisers’ authorized officers. In addition, the Bondholders’ Representative has obtained a prior written approval thereof Advisers may engage one or more investment advisers that are either registered as such or specifically exempt from registration under the Issuer. In connection Investment Advisers Act of 1940, as amended, to act as sub-advisers or co-advisers to provide with (ii) aboverespect to any Portfolio any or all of the services set forth in this Agreement, the Bondholders’ Representative may proceed to incur the said fees, costs and expenses without the Issuer’s prior written approval if such approval is unreasonably withheld or not given all as shall be set forth in a timely written contract approved to the extent and in the manner required by the Issuer1940 Act and interpretations thereof by the Securities and Exchange Commission (the “Commission”) and its staff.