Management Deed (стр. 3 )

(b)  have a Material Adverse Effect;

(c)  lead to the Organisation incurring any actual or potential Tax liability (unless the Organisation can pay the Tax without affecting its ability to comply with its payment obligations to the Secured Parties);

(d)  be illegal or contrary to the terms of the Trust Documents;

(e)  result in the Organisation breaching a fiduciary duty; or

(f)  result in the Organisation incurring a personal liability in circumstances where the Organisation is not reasonably satisfied that it is adequately indemnified against that liability.

4.4  Manager may act without consultation or instructions

The Manager may exercise its rights and comply with its obligations under the Trust Documents as it sees fit. The Manager need not consult with the Organisation before doing so.

4.5  Standard of care

The Manager agrees to exercise its rights and comply with its obligations under the Trust Documents in good faith and using reasonable care.

4.6  Exoneration

Despite any other provision of this document or any other Trust Document, neither the Manager nor any of its directors, officers, employees, agents, attorneys or Related Entities is responsible or liable to any person:

(a)  because any person other than the Manager does not comply with its obligations under the Trust Documents;

(b)  because of the fraud, negligence or Wilful Default of the Organisation;

(c)  for the financial condition of any person other than the Manager or any of its Related Entities;

(d)  because any statement, representation or warranty of any person other than the Manager in a Trust Document is incorrect or misleading;

(e)  for the effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of the Trust Documents or any document signed or delivered in connection with the Trust Documents (except to the extent such liability arises directly as a result of an act or omission of the Manager and provided that this paragraph (e) does not limit any representation or warranty given by the Manager in any Trust Document as to the validity or enforceability of the Manager’s obligations under the Trust Documents);

(f)  for acting, or not acting, in good faith in reliance on:

(i)  any communication or document that the Manager believes to be genuine and correct and to have been signed or sent by the appropriate person (except where the person is a Related Entity of the Manager); or

(ii)  any opinion or advice of any professional advisers used by it in relation to any legal, accounting, taxation or other matters; or

(g)  for any error in a Bond Register or Member Register;

(h)  for the performance of any Assets or Authorised Investment;

(i)  if the Organisation acquires any Assets or Authorised Investment and the acquisition price or, in the case of an Authorised Investment, the rate of return, is not the best available at the time the Organisation acquired it;

(j)  because it is prevented or hindered from doing something by law or order;

(k)  for payments (except when made negligently) made by it in good faith to a fiscal authority in connection with Taxes (including Taxes assessed on the income of the Trust) or other charges in respect of the Trust even if the payment need not have been made;

(l)  because of any error of law or any matter done or omitted to be done by it in good faith in the event of the liquidation or dissolution of a company; or

(m)  because of the exercise or non-exercise of a discretion under the Trust Documents on the part of any other party to the Trust Documents.

However, this clause 3.6 does not relieve the Manager from any of its responsibilities or liabilities to any person in connection with a Trust Document to the extent that such Loss is caused by the Manager’s fraud, negligence or material breach of its obligations under this document or any other Trust Document to which it is a party.

4.7  Indemnity by Manager

Subject to clause 3.6 (“Exoneration”), the Manager indemnifies the Organisation from and against any Loss which the Organisation incurs or suffers directly as a result of:

(a)  a failure by the Manager to comply with its obligations under this document or any other any Trust Document to which it is a party;

(b)  a representation or warranty given by it to the Organisation under any Trust Document to which it is a party being incorrect; or

(c)  a Manager Termination Event,

but excluding any such amounts which are due to the Organisation’s own negligence, fraud or Wilful Default.

5  No conflict

The Manager and any of its Related Entities may:

(a)  engage in any kind of trust or other business with the Organisation, the Members or any of their Related Entities; and

(b)  accept fees and other consideration from the Organisation, the Members or any of their Related Entities for services in connection with the Trust Documents or any other arrangement,

as if the Manager were not the manager of the Trust and without having to account to the Organisation for any income they derive in doing so.

The Manager and its Related Entities are released from any obligation they might otherwise have to the Organisation in relation to these matters.

6  Delegation and reliance on advice

6.1  Power to delegate

The Manager may employ agents and attorneys and may delegate any of its rights or obligations in its capacity as manager of the Trust.

6.2  Duties when delegating

The Manager agrees to exercise reasonable care in selecting delegates.

6.3  Responsibility for delegates

The Manager is responsible for any loss arising due to any acts or omissions of any person appointed under clause 5.1 (“Power to delegate”) and for the payment of any fees of that person. The Manager remains responsible for its obligations under the Trust Documents notwithstanding any delegation by it.

6.4  Manager may rely on communications and opinions

In relation to any Trust Document, the Manager may rely:

(a)  on any communication or document it believes to be genuine and correct and to have been signed or sent by the appropriate person; and

(b)  as to legal, accounting, taxation or other professional matters, on opinions and statements of any legal, accounting, taxation or professional advisers used by it.

6.5  Dispute or ambiguity

If there is any dispute or ambiguity in relation to any matter connected with the Trust Documents, the Manager may (but need not) obtain and rely on advice from any person referred to in clause 5.4(b) (“Manager may rely on communications and opinions”).

As long as the Manager is using reasonable endeavours to resolve any dispute or ambiguity, the Manager may (but need not) refuse to do anything in relation to matters affected by the dispute or ambiguity.

7  Change of Manager

7.1  Manager Termination Event

(a)  The Organisation may, in its discretion, agree to waive any Manager Termination Event.

(b)  In determining whether to waive any Manager Termination Event:

(i)  the Organisation may rely on opinions and statements of any legal, accounting, taxation or other professional advisers as contemplated by clause [13.2] (“Trustee may rely on communications and opinions”) of the Trust Deed; and

(ii)  for the avoidance of doubt, clause [14.5(g)] (“Exoneration”) of the Trust Deed applies in respect of the reliance by the Organisation on any such opinion or statements and the Organisation will not be taken to be fraudulent, negligent or in Wilful Default for the purposes of clause [14.3(c)] (“Limitation of Organisation’s liability”) of the Trust Deed for determining to waive the occurrence of any event which would otherwise constitute a Manager Termination Event.

7.2  Removal by Organisation

The Organisation may remove the Manager as manager of the Trust by giving the Manager 90 days’ notice. However, the Organisation may only give notice if at the time it gives the notice a Manager Termination Event is continuing.

7.3  Mandatory retirement

The Manager must retire as manager of the Trust if required by law.

7.4  Voluntary retirement

The Manager may retire as manager of the Trust by giving the Organisation at least 90 days’ (or such shorter period as the Manager and the Organisation may agree) notice of its intention to do so.

7.5  When retirement or removal takes effect

The retirement or removal of the Manager as manager of the Trust will only take effect once a successor Manager is appointed for the Trust.

7.6  Appointment of successor manager

(a)  If the Manager retires or is removed as manager of the Trust, the Manager agrees to use its reasonable endeavours to ensure a successor manager is appointed as soon as possible.

(b)  If a successor manager is not appointed within 90 days after notice of retirement or removal is given, the Organisation may appoint a successor manager for the Trust.

(c)  The appointment of a successor manager:

(i)  may only be made in consultation with, and with the prior consent of, the Department; and

(ii)  will only take effect once the successor manager has become bound by the Trust Documents.

7.7  Costs of retirement or removal

If the Manager is removed or retires under this clause 6, other than in the case of clause 6.3 (“Mandatory retirement”), everything it is required to do under this clause 6 is at the Manager’s own expense. If the Manager retires under clause 6.3, costs are to be an expense of the Trust.

7.8  Manager to deliver documents

If the Manager retires or is removed as manager of the Trust, it agrees to deliver to the successor manager or as the Organisation may otherwise direct all original documents in its possession relating to the Trust and the Assets and any other documents and information in its possession relating to the Trust and the Assets as are reasonably requested by the successor manager.