Common use of Appointment of Trust Manager Clause in Contracts

Appointment of Trust Manager. (i) Pursuant to its powers under the Master Trust Deed (including, without limiting the generality of the foregoing, pursuant to clauses 14.2(i) and ( l) and 14.4(c)), Party B hereby appoints the Trust Manager as its sole and exclusive agent to act on Party B's behalf with respect to this Agreement. The Trust Manager: (A) may arrange, enter into, and monitor Transactions, execute Confirmations, and exercise all other rights and powers of Party B under this Agreement; and (B) without limiting the generality of the foregoing, shall issue, and receive, on behalf of Party B all notices, Confirmations, certificates and other communications to or by Party A under this Agreement. (ii) The Trust Manager acknowledges and confirms to Party B and Party A that the Trust Manager considers it appropriate, for the effective performance of its obligations as Trust [ALLENS XXXXXX XXXXXXXX LOGO] Manager and the due management and administration of the Fund, that Party B appoint the Trust Manager as its agent for the purposes of this Agreement, in the manner provided for in sub-paragraph (i) above; (iii) In acting as Party B's agent, the Trust Manager must comply with the terms of the Master Trust Deed (in particular, but without limitation, clauses 12.2(a), (b) and (c)), and all relevant Transaction Documents; (iv) The Trust Manager must indemnify Party B from and against all costs, losses, damages, expenses or liabilities (including the amount of any compensation found by a Final Judgment (or admitted by Party B) to be payable by Party B to restore the Fund because of a failure by Party B to exercise the degree of care, diligence and prudence required of it under the Transaction Documents, or because of some other neglect, default or breach of duty by Party B under the Transaction Documents): (A) which Party B may suffer or incur as a result of any claim being made against it under clause 14.5 of the Master Trust Deed which arises from any act or omission (or alleged act or omission) by the Trust Manager in acting as Party B's agent under or for the purposes of this Agreement; and (B) in respect of which Party B is not entitled to be indemnified personally from the Assets of the Fund in accordance with clause 25.10 of the Master Trust Deed. (v) The parties agree that if: (A) the Trust Manager, in acting as agent of Party B under sub-paragraph (i) above, acts in breach of its duties to Party B, or acts negligently or fraudulently; and (B) as a result of such breach, negligence or fraud, Party A suffers any losses, costs or damages; and (C) Party B is not entitled for any reason (notwithstanding clause 25.10 of the Master Trust Deed) to be indemnified from the Assets of the Fund in respect of those losses, costs or damages, then: (D) the Trust Manager must indemnify Party A on demand from and against such losses, costs and damages; and (E) Party B shall have no liability to Party A in respect of those losses, costs or damages. (vi) The Trust Manager confirms in respect of each Transaction that: (A) it is acting as agent of Party B; (B) it has made its own independent decisions to enter into that Transaction, on behalf of Party B, and as to whether that Transaction is appropriate or proper for it to enter into, on behalf of Party B, based upon its own judgment and upon advice from such advisers as it has deemed necessary; (C) it is not relying on any communication (written or oral) of Party A as investment advice or as a recommendation to enter into that Transaction; it being understood that information and explanation related to the terms and conditions of a [ALLENS XXXXXX XXXXXXXX LOGO] Transaction shall not be considered investment advice or a recommendation to enter into that Transaction. No communication (written or oral) received from Party A shall be deemed to be an assurance or guarantee as to the expected results of that Transaction; (D) it is capable of assessing the merits of, and understanding (on its own behalf or through independent professional advice), and understands and accepts, on behalf of Party B, the terms, conditions and risks of that Transaction. It is also capable of assuming, on behalf of Party B, and assumes, on behalf of Party B, the risks of that Transaction; and (E) Party A is not acting as a fiduciary or an adviser to it in respect of that Transaction.

Appointment of Trust Manager. (i) Pursuant to its powers under the Master Trust Deed (including, without limiting the generality of the foregoing, pursuant to clauses 14.2(i14.2(j) and ( l(m) and 14.4(c)), Party B hereby appoints the Trust Manager as its sole and exclusive agent to act on Party B's behalf with respect to this Agreement. The Trust Manager: (A) A. may arrange, enter into, and monitor Transactions, execute Confirmations, and exercise all other rights and powers of Party B under this Agreement; and (B) B. without limiting the generality of the foregoing, the Trust Manager shall issue, and receive, on behalf of Party B all notices, Confirmations, certificates and other communications to or by Party A under this Agreement. (ii) The Trust Manager acknowledges and confirms to Party B the Trustee and Party A that the Trust Manager considers it appropriate, for the effective performance of its obligations as Trust [ALLENS XXXXXX XXXXXXXX LOGO] Manager and the due management and administration of the FundFunds, that Party B appoint the Trust Manager as its agent for the purposes of this Agreement, in the manner provided for in sub-paragraph (i) above; (iii) In acting as Party B's agent, the Trust Manager must comply with the terms of the Master Trust Deed (in particular, but without limitation, clauses 12.2(a), (b) and (c)), and all relevant Transaction Documents; (iv) The Trust Manager must indemnify Party B from and against all costs, losses, damages, expenses or liabilities (including the amount of any compensation found by a Final Judgment (or admitted by Party B) to be payable by Party B to restore the any Fund because of a failure by Party B to exercise the degree of care, diligence and prudence required of it under the Transaction Documents, or because of some other neglect, default or breach of duty by Party B under the Transaction Documents): (A) A. which Party B may suffer or incur as a result of any claim being made against it under clause 14.5 of the Master Trust Deed which arises from any act or omission (or alleged act or omission) by the Trust Manager in acting as Party B's agent under or for the purposes of this Agreement; and (B) B. in respect of which Party B is not entitled to be indemnified personally from the Assets of the any Fund in accordance with clause 25.10 of the Master Trust Deed. (v) The parties agree that if: (A) A. the Trust Manager, in acting as agent of Party B under sub-paragraph (i) above, acts in breach of its duties to Party B, or acts negligently or fraudulently; and (B) B. as a result of such breach, negligence or fraud, Party A suffers any losses, costs or damages; and (C) C. Party B is not entitled for any reason (notwithstanding clause 25.10 of the Master Trust Deed) to be indemnified from the Assets of the relevant Fund in respect of those losses, costs or damages, then: (D) D. the Trust Manager must indemnify Party A on demand from and against such losses, costs and damages; and (E) E. Party B shall have no liability to Party A in respect of those losses, costs or damages. (vi) The Trust Manager confirms in respect of each Transaction that: (A) it is acting as agent of Party B; (B) it has made its own independent decisions to enter into that Transaction, on behalf of Party B, and as to whether that Transaction is appropriate or proper for it to enter into, on behalf of Party B, based upon its own judgment and upon advice from such advisers as it has deemed necessary; (C) it is not relying on any communication (written or oral) of Party A as investment advice or as a recommendation to enter into that Transaction; it being understood that information and explanation related to the terms and conditions of a [ALLENS XXXXXX XXXXXXXX LOGO] Transaction shall not be considered investment advice or a recommendation to enter into that Transaction. No communication (written or oral) received from Party A shall be deemed to be an assurance or guarantee as to the expected results of that Transaction; (D) it is capable of assessing the merits of, and understanding (on its own behalf or through independent professional advice), and understands and accepts, on behalf of Party B, the terms, conditions and risks of that Transaction. It is also capable of assuming, on behalf of Party B, and assumes, on behalf of Party B, the risks of that Transaction; and (E) Party A is not acting as a fiduciary or an adviser to it in respect of that Transaction.

Appointment of Trust Manager. (i) Pursuant to its powers under the Master Trust Deed (including, without limiting the generality of the foregoing, pursuant to clauses 14.2(i) and ( l) and 14.4(c)), Party B hereby appoints the Trust Manager as its sole and exclusive agent to act on Party B's ’s behalf with respect to this Agreement. The Trust Manager: (A) may arrange, enter into, and monitor Transactions, execute Confirmations, and exercise all other rights and powers of Party B under this Agreement; and (B) without limiting the generality of the foregoing, shall issue, and receive, on behalf of Party B all notices, Confirmations, certificates and other communications to or by Party A under this Agreement. (ii) The Trust Manager acknowledges and confirms to Party B and Party A that the Trust Manager considers it appropriate, for the effective performance of its obligations as Trust [ALLENS XXXXXX XXXXXXXX LOGO] Manager and the due management and administration of the Fund, that Party B appoint the Trust Manager as its agent for the purposes of this Agreement, in the manner provided for in sub-paragraph (i) above; (iii) In acting as Party B's ’s agent, the Trust Manager must comply with the terms of the Master Trust Deed (in particular, but without limitation, clauses 12.2(a), (b) and (c)), and all relevant Transaction Documents; (iv) The Trust Manager must indemnify Party B from and against all costs, losses, damages, expenses or liabilities (including the amount of any compensation found by a Final Judgment (or admitted by Party B) to be payable by Party B to restore the Fund because of a failure by Party B to exercise the degree of care, diligence and prudence required of it under the Transaction Documents, or because of some other neglect, default or breach of duty by Party B under the Transaction Documents): (A) which Party B may suffer or incur as a result of any claim being made against it under clause 14.5 of the Master Trust Deed which arises from any act or omission (or alleged act or omission) by the Trust Manager in acting as Party B's ’s agent under or for the purposes of this Agreement; and (B) in respect of which Party B is not entitled to be indemnified personally from the Assets of the Fund in accordance with clause 25.10 of the Master Trust Deed. (v) The parties agree that if: (A) the Trust Manager, in acting as agent of Party B under sub-paragraph (i) above, acts in breach of its duties to Party B, or acts negligently or fraudulently; and (B) as a result of such breach, negligence or fraud, Party A suffers any losses, costs or damages; and (C) Party B is not entitled for any reason (notwithstanding clause 25.10 of the Master Trust Deed) to be indemnified from the Assets of the Fund in respect of those losses, costs or damages, then: (D) the Trust Manager must indemnify Party A on demand from and against such losses, costs and damages; and (E) Party B shall have no liability to Party A in respect of those losses, costs or damages. (vi) The Trust Manager confirms in respect of each Transaction that: (A) it is acting as agent of Party B; (B) it has made its own independent decisions to enter into that Transaction, on behalf of Party B, and as to whether that Transaction is appropriate or proper for it to enter into, on behalf of Party B, based upon its own judgment and upon advice from such advisers as it has deemed necessary; (C) it is not relying on any communication (written or oral) of Party A as investment advice or as a recommendation to enter into that Transaction; it being understood that information and explanation related to the terms and conditions of a [ALLENS XXXXXX XXXXXXXX LOGO] Transaction shall not be considered investment advice or a recommendation to enter into that Transaction. No communication (written or oral) received from Party A shall be deemed to be an assurance or guarantee as to the expected results of that Transaction; (D) it is capable of assessing the merits of, and understanding (on its own behalf or through independent professional advice), and understands and accepts, on behalf of Party B, the terms, conditions and risks of that Transaction. It is also capable of assuming, on behalf of Party B, and assumes, on behalf of Party B, the risks of that Transaction; and (E) Party A is not acting as a fiduciary or an adviser to it in respect of that Transaction.

Appointment of Trust Manager. (i) Pursuant to its powers under the Master Trust Deed (including, without limiting the generality of the foregoing, pursuant to clauses 14.2(i) and ( l) and 14.4(c)), Party B hereby appoints the Trust Manager as its sole and exclusive agent to act on Party B's behalf with respect to this Agreement. The Trust Manager: (A) may arrange, enter into, and monitor Transactions, execute Confirmations, and exercise all other rights and powers of Party B under this Agreement; and (B) without limiting the generality of the foregoing, shall issue, and receive, on behalf of Party B all notices, Confirmations, certificates and other communications to or by Party A under this Agreement. (ii) The Trust Manager acknowledges and confirms to Party B and Party A that the Trust Manager considers it appropriate, for the effective performance of its obligations as Trust [ALLENS XXXXXX XXXXXXXX LOGO] Manager and the due management and administration of the Fund, that Party B appoint the Trust Manager as its agent for the purposes of this Agreement, in the manner provided for in sub-paragraph (i) above; (iii) In acting as Party B's agent, the Trust Manager must comply with the terms of the Master Trust Deed (in particular, but without limitation, clauses 12.2(a), (b) and (c)), and all relevant Transaction Documents; (iv) The Trust Manager must indemnify Party B from and against all costs, losses, damages, expenses or liabilities (including the amount of any compensation found by a Final Judgment (or admitted by Party B) to be payable by Party B to restore the Fund because of a failure by Party B to exercise the degree of care, diligence and prudence required of it under the Transaction Documents, or because of some other neglect, default or breach of duty by Party B under the Transaction Documents): (A) which Party B may suffer or incur as a result of any claim being made against it under clause 14.5 of the Master Trust Deed which arises from any act or omission (or alleged act or omission) by the Trust Manager in acting as Party B's agent under or for the purposes of this Agreement; and (B) in respect of which Party B is not entitled to be indemnified personally from the Assets of the Fund in accordance with clause 25.10 of the Master Trust Deed. (v) The parties agree that if: (A) the Trust Manager, in acting as agent of Party B under sub-paragraph (i) above, acts in breach of its duties to Party B, or acts negligently or fraudulently; and (B) as a result of such breach, negligence or fraud, Party A suffers any losses, costs or damages; and (C) Party B is not entitled for any reason (notwithstanding clause 25.10 of the Master Trust Deed) to be indemnified from the Assets of the Fund in respect of those losses, costs or damages, then: (D) the Trust Manager must indemnify Party A on demand from and against such losses, costs and damages; and (E) Party B shall have no liability to Party A in respect of those losses, costs or damages. (vi) The Trust Manager confirms in respect of each Transaction that: (A) it is acting as agent of Party B; (B) it has made its own independent decisions to enter into that Transaction, on behalf of Party B, and as to whether that Transaction is appropriate or proper for it to enter into, on behalf of Party B, based upon its own judgment and upon advice from such advisers as it has deemed necessary; (C) it is not relying on any communication (written or oral) of Party A as investment advice or as a recommendation to enter into that Transaction; it being understood that information and explanation related to the terms and conditions of a [ALLENS XXXXXX XXXXXXXX LOGO] Transaction shall not be considered investment advice or a recommendation to enter into that Transaction. No communication (written or oral) received from Party A shall be deemed to be an assurance or guarantee as to the expected results of that Transaction; (D) it is capable of assessing the merits of, and understanding (on its own behalf or through independent professional advice), and understands and accepts, on behalf of Party B, the terms, conditions and risks of that Transaction. It is also capable of assuming, on behalf of Party B, and assumes, on behalf of Party B, the risks of that Transaction; and (E) Party A is not acting as a fiduciary or an adviser to it in respect of that Transaction.