Common use of Directions Clause in Contracts

Directions. All Directions shall be given in one of the methods authorized by Section 18.4 below and shall be given by an authorized officer, person or other representative of the Manager or the Investment Advisor, as the case may be. The Manager and each Investment Advisor shall, from time to time, provide to the Trustee a certificate, substantially in the form set out in Schedule “D” hereto, signed by the President, a Vice- President or the Secretary of the Manager or the Investment Advisor, as the case may be, stating the name(s)and title(s) of the authorized officer(s), person(s) or representative(s) authorized to act on behalf of the Manager or the Investment Advisor, as the case may be, together with specimen signatures of all such authorized officers, persons or representatives. The Manager and each Investment Advisor shall keep the Trustee informed as to any changes in its authorized signatories, and the Trustee shall be entitled to rely upon the identification of such persons as specified in each such certificate as the persons entitled to act on behalf of the Manager, and such Investment Advisor for the purposes of this Master Trust Agreement until a later certificate respecting the same is delivered to the Trustee. (a) Without limiting the foregoing, in the case of Directions sent through one of the Trustee’s secured access channels, including ViewFinder, or sent directly between electromechanical or electronic terminals (including, subject to Section 18.8, the internet or unsecured lines of communication), the parties acknowledge that it may not be possible for such Directions to be signed, however the Trustee shall nevertheless be protected in relying on such Directions as if they were written Directions from the Manager or the Investment Advisor, as the case may be, executed by an authorized signatory of the Manager or the Investment Advisor, as the case may be. The Trustee shall be entitled, without further inquiry or investigation, to assume that such Directions have been duly and properly issued by the Manager or the Investment Advisor, as the case may be, and that the sender(s) is/are duly authorized to act, and to provide Directions, on behalf of the Manager and the Investment Advisor, as case may be. (b) Without limitation, the Trustee shall: (i) be fully protected in acting upon any Direction believed by it, acting reasonably, to be genuine and presented by the proper person(s); and (ii) be under no duty to make any investigation or inquiry as to any statement contained in any such Direction but may accept such statement as conclusive evidence of the truth and accuracy of such statement.

Directions. All Directions shall be given in one of the methods authorized by Section 18.4 2.3 below and shall be given by an authorized officer, person or other representative of the Manager or the Investment Advisor, Authorized Individual (as the case may bedefined below). The Manager Client and each Investment Advisor Manager shall, from time to time, provide to the Trustee Custodian a certificate, substantially in the form set out in Schedule “D” "B" hereto, signed by the President, a Vice- President or the Secretary of the Manager Client or the Investment AdvisorManager, as the case may be, stating the name(s)and name(s) and title(s) of the authorized officer(s), person(s) or representative(s) authorized to act on behalf of the Manager Client or the Investment AdvisorManager, as the case may be, together with specimen signatures of all such authorized officers, persons or representativesrepresentatives (“Authorized Individuals”). The Manager Client and each Investment Advisor Manager shall keep the Trustee Custodian informed as to any changes in its authorized signatories, and the Trustee Custodian shall be entitled to rely upon the identification of such persons as specified in each such certificate as the persons entitled to act on behalf of the Manager, Client and such Investment Advisor Manager for the purposes of this Master Trust Agreement until a later certificate respecting the same is delivered to the Trustee. (a) Custodian. Without limiting the foregoing, in the case of Directions sent through one of the TrusteeCustodian’s secured access channels, including ViewFinderInvestor Services Online, or sent directly between electromechanical or electronic terminals (including, subject to Section 18.82.7, the internet or unsecured lines of communication), the parties acknowledge that it may not be possible for such Directions to be signedexecuted, however the Trustee Custodian shall nevertheless be protected in relying on such Directions as if they were written Directions from the Manager Client or the Investment AdvisorManager, as the case may be, executed by an authorized signatory of the Manager Client or the Investment AdvisorManager, as the case may be. The Trustee Custodian shall be entitled, without further inquiry or investigation, to assume that such Directions have been duly and properly issued by the Manager Client or the Investment AdvisorManager, as the case may be, and that the sender(s) is/are duly authorized to act, and to provide Directions, on behalf of the Manager Client and the Investment AdvisorManager, as case the may be. (b) . Without limitation, the Trustee Custodian shall: (ia) be fully protected in acting upon any Direction believed by itit to be genuine, acting reasonablyin good faith, to be genuine and presented by the proper person(san Authorized Individual(s); and (iib) be under no duty to make any investigation or inquiry as to any statement contained in any such Direction but may accept such statement as conclusive evidence of the truth and accuracy of such statement.

Directions. All Directions shall be given in one of the methods authorized by Section 18.4 2.3 below and shall be given by an authorized officer, person or other representative of the Manager or the Investment Advisor, Authorized Individual (as the case may bedefined below). The Manager Client and each Investment Advisor Manager shall, from time to time, provide to the Trustee Custodian a certificate, substantially in the form set out in Schedule “D” "E" hereto, signed by the President, a Vice- Vice-President or the Secretary of the Manager Client or the Investment AdvisorManager, as the case may be, stating the name(s)and name(s) and title(s) of the authorized officer(s), person(s) or representative(s) authorized to act on behalf of the Manager Client or the Investment AdvisorManager, as the case may be, together with specimen signatures of all such authorized officers, persons or representativesrepresentatives (“Authorized Individuals”). The Manager Client and each Investment Advisor Manager shall keep the Trustee Custodian informed as to any changes in its authorized signatories, and the Trustee Custodian shall be entitled to rely upon the identification of such persons as specified in each such certificate as the persons entitled to act on behalf of the Manager, Client and such Investment Advisor Manager for the purposes of this Master Trust Agreement until a later certificate respecting the same is delivered to the Trustee. (a) Custodian. Without limiting the foregoing, in the case of Directions sent through one of the TrusteeCustodian’s secured access channels, including ViewFinderRBC Dexia Online, or sent directly between electromechanical or electronic terminals (including, subject to Section 18.82.7, the internet or unsecured lines of communication), the parties acknowledge that it may not be possible for such Directions to be signedexecuted; however, however the Trustee Custodian shall nevertheless be protected in relying on such Directions as if they were written Directions from the Manager Client or the Investment AdvisorManager, as the case may be, executed by an authorized signatory of the Manager Client or the Investment AdvisorManager, as the case may be. The Trustee Custodian shall be entitled, without further inquiry or investigation, to assume that such Directions have been duly and properly issued by the Manager Client or the Investment AdvisorManager, as the case may be, and that the sender(s) is/are duly authorized to act, and to provide Directions, on behalf of the Manager Client and the Investment AdvisorManager, as case the may be. (b) . Without limitation, the Trustee Custodian shall: (ia) be fully protected in acting upon any Direction believed by itit to be genuine, acting reasonablyin good faith, to be genuine and presented by the proper person(san Authorized Individual(s); and (iib) be under no duty to make any investigation or inquiry as to any statement contained in any such Direction but may accept such statement as conclusive evidence of the truth and accuracy of such statement.

Directions. All Directions shall be given in one of the methods authorized by Section 18.4 below and shall be given by an authorized officer, person or other representative of the Manager or the Investment Advisor, as the case may be. The Manager and each Investment Advisor shall, from time to time, provide to the Trustee a certificate, substantially in the form set out in Schedule “D” "E" hereto, signed by the President, a Vice- Vice-President or the Secretary of the Manager or the Investment Advisor, as the case may be, stating the name(s)and title(s) of the authorized officer(s), person(s) or representative(s) authorized to act on behalf of the Manager or the Investment Advisor, as the case may be, together with specimen signatures of all such authorized officers, persons or representatives. The Manager and each Investment Advisor shall keep the Trustee informed as to any changes in its authorized signatories, and the Trustee shall be entitled to rely upon the identification of such persons as specified in each such certificate as the persons entitled to act on behalf of the Manager, and such Investment Advisor for the purposes of this Master Trust Agreement until a later certificate respecting the same is delivered to the Trustee. (a) . Without limiting the foregoing, in the case of Directions sent through one of the Trustee’s secured access channels, including ViewFinder, or sent directly between electromechanical or electronic terminals (including, subject to Section 18.8, the internet or unsecured lines of communication), the parties acknowledge that it may not be possible for such Directions to be signed, however the Trustee shall nevertheless be protected in relying on such Directions as if they were written Directions from the Manager or the Investment Advisor, as the case may be, executed by an authorized signatory of the Manager or the Investment Advisor, as the case may be. The Trustee shall be entitled, without further inquiry or investigation, to assume that such Directions have been duly and properly issued by the Manager or the Investment Advisor, as the case may be, and that the sender(s) is/are duly authorized to act, and to provide Directions, on behalf of the Manager and the Investment Advisor, as case may be. (b) . Without limitation, the Trustee shall: (ia) be fully protected in acting upon any Direction believed by it, acting reasonably, to be genuine and presented by the proper person(s); and (iib) be under no duty to make any investigation or inquiry as to any statement contained in any such Direction but may accept such statement as conclusive evidence of the truth and accuracy of such statement.

Directions. All Directions (a) Except as otherwise agreed in writing between the Trustee and the Sponsor or Administrator, any action under this Agreement required to be taken by the Sponsor or the Administrator shall be given by written direction of any individual authorized by the Sponsor's Chairman, President, Chief Executive Officer, Chief Human Resources Officer, Chief Financial Officer or Chief Legal Officer in one substantially the form of Exhibit B attached hereto, unless the Trustee has received actual written notice from any of such officer that such individual's authority has been withdrawn. The Trustee may rely on any such written direction which it reasonably believes to bear the genuine signature of the methods authorized by Section 18.4 below and shall be given by an authorized officerindividual, person or other representative of which writing may include a facsimile transmission. Notwithstanding anything herein to the Manager contrary, the Sponsor or the Investment Advisor, as the case Administrator may be. The Manager and each Investment Advisor shall, from time delegate any of its responsibilities hereunder to time, provide a representative by giving to the Trustee in writing a certificate, substantially in letter which identifies the form set out in Schedule “D” hereto, signed by representative and sets forth the President, a Vice- President or the Secretary of the Manager or the Investment Advisor, as the case may be, stating the name(s)and title(s) of the authorized officer(s), person(s) or representative(s) authorized to act on behalf of the Manager or the Investment Advisor, as the case may be, together with specimen signatures of all such authorized officers, persons or representatives. The Manager and each Investment Advisor shall keep the Trustee informed as to any changes in its authorized signatories, and the Trustee shall be entitled to rely upon the identification of such persons as specified in each such certificate as the persons entitled to act on behalf of the Manager, and such Investment Advisor for the purposes of this Master Trust Agreement until a later certificate respecting the same is delivered to the Trustee. (a) Without limiting the foregoing, in the case of Directions sent through one list of the Trustee’s secured access channels, including ViewFinder, or sent directly between electromechanical or electronic terminals (including, subject to Section 18.8, the internet or unsecured lines of communication), the parties acknowledge 's responsibilities under this Agreement that it may not be possible for such Directions to be signed, however the Trustee shall nevertheless be protected in relying on such Directions as if they were written Directions from has authorized the Manager or the Investment Advisor, as the case may be, executed by an authorized signatory of the Manager or the Investment Advisor, as the case may be. The Trustee shall be entitled, without further inquiry or investigation, representative to assume that such Directions have been duly and properly issued by the Manager or the Investment Advisor, as the case may be, and that the sender(s) is/are duly authorized to act, and to provide Directions, on behalf of the Manager and the Investment Advisor, as case may becarry out. (b) Without limitation, The Sponsor shall indemnify the Trustee shall:against, and hold the Trustee harmless from, any and all loss, damage, penalty, liability, cost, expense and reasonable attorneys' fees and disbursements, that may be incurred by, imposed upon or asserted against the Trustee by reason of any claim, regulatory proceeding or litigation arising from any act done or omitted to be done by any individual or person with respect to the Plan or Trust, excepting only any and all loss, damage, penalty, liability, cost, expense, and reasonable attorneys' fees and disbursements, to the extent arising from the Trustee's negligence in performing or failing to perform any of the duties specifically allocated to the Trustee under the terms of this Agreement or from the Trustee's willful misconduct or bad faith. The Trustee agrees to indemnify and hold the Sponsor and Administrator harmless from and against any loss, damage, penalty, liability, cost and expense and reasonable attorneys' fees and disbursements incurred by the Sponsor or Administrator to the extent arising from the Trustee's negligence in performing or failing to perform any of the duties specifically allocated to the Trustee under the terms of this Agreement or from the Trustee's willful misconduct or bad faith. (ic) be fully protected Notwithstanding the foregoing, nothing in acting upon any Direction believed by it, acting reasonably, to be genuine and presented by this Agreement shall limit the proper person(s); andliability of American Express Trust Company in its capacity as Contract Administrator under the Services Agreement. (iid) be under no duty to make any investigation or inquiry as to any statement contained in any such Direction but may accept such statement as conclusive evidence The provisions of this Section 7 shall survive the truth and accuracy termination of such statementthis Agreement.

Directions. All Directions shall be given in one of the methods authorized by Section 18.4 2.3 below and shall be given by an authorized officer, person or other representative of the Manager or the Investment Advisor, Authorized Individual (as the case may bedefined below). The Manager Client and each Investment Advisor Manager shall, from time to time, provide to the Trustee Custodian a certificate, substantially in the form set out in Schedule “DB” hereto, signed by the President, a Vice- Vice-President or the Secretary of the Manager Client or the Investment AdvisorManager, as the case may be, stating the name(s)and name(s) and title(s) of the authorized officer(s), person(s) or representative(s) authorized to act on behalf of the Manager Client or the Investment AdvisorManager, as the case may be, together with specimen signatures of all such authorized officers, persons or representativesrepresentatives (“Authorized Individuals”). The Manager Client and each Investment Advisor Manager shall keep the Trustee Custodian informed as to any changes in its authorized signatories, and the Trustee Custodian shall be entitled to rely upon the identification of such persons as specified in each such certificate as the persons entitled to act on behalf of the Manager, Client and such Investment Advisor Manager for the purposes of this Master Trust Agreement until a later certificate respecting the same is delivered to the Trustee. (a) Custodian. Without limiting the foregoing, in the case of Directions sent through one of the TrusteeCustodian’s secured access channels, including ViewFinderRBC Dexia Online, or sent directly between electromechanical or electronic terminals (including, subject to Section 18.82.7, the internet or unsecured lines of communication), the parties acknowledge that it may not be possible for such Directions to be signedexecuted, however the Trustee Custodian shall nevertheless be protected in relying on such Directions as if they were written Directions from the Manager Client or the Investment AdvisorManager, as the case may be, executed by an authorized signatory of the Manager Client or the Investment AdvisorManager, as the case may be. The Trustee Custodian shall be entitled, without further inquiry or investigation, to assume that such Directions have been duly and properly issued by the Manager Client or the Investment AdvisorManager, as the case may be, and that the sender(s) is/are duly authorized to act, and to provide Directions, on behalf of the Manager Client and the Investment AdvisorManager, as case the may be. (b) . Without limitation, the Trustee Custodian shall: (ia) be fully protected in acting upon any Direction believed by itit to be genuine, acting reasonablyin good faith, to be genuine and presented by the proper person(san Authorized Individual(s); and (iib) be under no duty to make any investigation or inquiry as to any statement contained in any such Direction but may accept such statement as conclusive evidence of the truth and accuracy of such statement.

Directions. All Directions shall be given in one of the methods authorized by Section 18.4 2.3 below and shall be given by an authorized officer, person or other representative of the Manager or or, if otherwise required hereunder, the Investment AdvisorFund acting by the Trustee, as the case may be. The Fund and the Manager and each Investment Advisor shall, from time to time, provide to the Trustee Custodian a certificate, substantially in the form set out in Schedule “DA” hereto, signed by the Chief Executive Officer, President, a Vice- Vice-President or the Secretary of the Manager Trustee or the Investment AdvisorManager, as the case may be, stating the name(s)and title(s) of the authorized officer(s), person(s) or representative(s) authorized to act on behalf of the Manager Fund or the Investment AdvisorManager, as the case may be, together with specimen signatures of all such authorized officers, persons or representatives. The Fund and the Manager and each Investment Advisor shall keep the Trustee Custodian informed as to any changes in its authorized signatories, and the Trustee Custodian shall be entitled to rely upon the identification of such persons as specified in each such certificate as the persons entitled to act on behalf of the Manager, and such Investment Advisor Fund or the Manager for the purposes of this Master Trust Agreement until a later certificate respecting the same is delivered to the Trustee. (a) Custodian. Without limiting the foregoing, in the case of Directions sent through one of the TrusteeCustodian’s secured access channels, including ViewFinderRBC Dexia Online, or sent directly between electromechanical or electronic terminals (including, subject to Section 18.82.7, the internet or unsecured lines of communication), the parties acknowledge that it may not be possible for such Directions to be signedexecuted, however the Trustee Custodian shall nevertheless be protected in relying on such Directions as if they were written Directions from the Manager Fund or the Investment AdvisorManager, as the case may be, executed by an authorized signatory of the Manager Fund or the Investment AdvisorManager, as the case may be. The Trustee Custodian shall be entitled, without further inquiry or investigation, to assume that such Directions have been duly and properly issued by the Manager Fund or the Investment AdvisorManager, as the case may be, and that the sender(s) is/are duly authorized to act, and to provide Directions, on behalf of the Manager and Fund or the Investment AdvisorManager, as case the may be. (b) . Without limitation, the Trustee Custodian shall: (ia) be fully protected in acting upon any Direction believed by it, acting reasonably, it to be genuine and presented by the proper person(s); and (iib) be under no duty to make any investigation or inquiry as to any statement contained in any such Direction but may accept such statement as conclusive evidence of the truth and accuracy of such statement.