Authority and Limitations. 11.1 Except as may otherwise be notified in writing by you to us, you hereby confirm that the Investment Management Account is and will remain legally and/or beneficially held by you (as appropriate). You further confirm that the Investment Management Account is free from any lien, charge or other encumbrance (except those in favour of any of the JPMorgan Companies and/or imposed by law or judicial decision) and that you have full power and authority to appoint us to deal with the portfolio in accordance with the Private Client Terms. 11.2 Subject to the Investment Information provided by you and the Investment Parameters agreed between the Parties, we will have: 11.2.1 complete discretion to act on your behalf as agent to buy, sell, retain, exchange, convert or otherwise deal in Investments, to subscribe to issues of securities, to accept placings, offers for sale, underwritings and sub-underwritings of any securities, to effect transactions on any markets, to enter into spot or forward foreign exchange contracts and to cause the Custodian to place and withdraw Cash from deposit, as and when we think fit or otherwise to act as we judge appropriate in relation to your Investment Management Account on the understanding that you will be bound by our acts under these Special Terms; 11.2.2 authority and power to effect or arrange transactions through or with any person, firm or company that we may select; 11.2.3 authority and power to commit you to underwriting any issue or offer for sale of securities and you will incur obligations as an underwriter or sub-underwriter; 11.2.4 authority and power to purchase, sell, hold and generally deal in and with all futures contracts (and any option on such contracts), including, without limitation, contracts for differences (for example, swaps) with respect to financial instruments, Precious Metals and any group or index of securities (or any interest therein based on the value thereof), and in connection therewith to cause the Custodian to deposit any margin payment or property as Collateral with any agent or broker and to grant security interests in such Collateral, all on such terms and conditions as we shall determine; 11.2.5 authority and power to buy, sell, hold, exchange, convert and generally deal in Regulated and/or Unregulated Collective Investment Schemes, including, but not restricted to, ▇.▇. ▇▇▇▇▇▇ Funds, provided that you hereby acknowledge that: (i) the prospectus for any ▇.▇. ▇▇▇▇▇▇ Fund included in your Investment Management Account is available upon written request; (ii) in the event that our appointment as discretionary investment manager is terminated, any holdings in the X, Institutional or Capital Share Classes in any ▇.▇. ▇▇▇▇▇▇ Fund will be required to be redeemed or exchanged for shares of another share class for which you are eligible to subscribe, within 30 days of such termination; and (iii) any such Collective Investment Scheme may itself invest directly or indirectly, through a long or a short position, in any Investment, including futures, options, contracts for differences (e.g. swaps) and non-Readily Realisable Investments; 11.2.6 authority and power to enter into transactions in Investments which are not effected on, or under the rules of, an organised investment exchange; 11.2.7 authority and power to enter into transactions in Investments which are not Readily Realisable Investments and/or in respect of which there may be difficulties in establishing an open market price or, if buying the Investments, in later making a quick sale. Your Investment Management Account may contain Investments for which a market is made by less than three independent Market Makers; 11.2.8 authority and power to enter into transactions in options, futures and contracts for differences that may result in you having a short position by selling Investments which you do not own at the time; 11.2.9 authority and power to enter into transactions in Investments which are the subject of price Stabilisation; and 11.2.10 authority and power to enter into transactions in Investments which are Allocated Bullion or Unallocated Bullion (or any interests therein) and to provide for deallocation or allocation of the same, provided that none of the provisions of this paragraph 11.2 shall, or should be read to, limit or prejudice any other provision of paragraph 11.2 of these Special Terms. 11.3 For the duration of our appointment under these Special Terms, you undertake not to deal, except through us, with any of the assets comprising your Investment Management Account or to authorise anyone else to so deal. In particular, because the Investment Management Account is a discretionary account, we shall not be obliged to execute investment orders given by you in respect of such Portfolio especially where these are, in our opinion, inconsistent with your Investment Parameters. 11.4 Where relevant, any dealings that we conduct on your behalf in respect of your Investment Management Account will be subject to the following: 11.4.1 in accordance with the Relevant Regulatory Requirements, we shall, where applicable, provide you with Best Execution subject to our best execution policy, as it may be amended from time to time; 11.4.2 we shall handle your and our other clients’ orders fairly and in the order in which they are received by us. Orders to be undertaken on your behalf shall have in all cases priority over orders for our account, any account in which we have an interest, any account of any of our employees or agents or any account of any person associated with or connected to us or our representatives; 11.4.3 in accordance with our aggregation and allocation policy, we may aggregate investment orders relating to your Investment Management Account with our own (and our Affiliates’) orders and those of our other clients provided that we reasonably conclude at the outset that it is unlikely that such aggregation will generally operate to your disadvantage (although, in some cases, aggregation may operate to your disadvantage and in other cases aggregation will operate to your advantage) and that we shall always give priority to satisfying your order and those for other clients in any allocation if all orders cannot be filled. By accepting the Private Client Terms you agree that we may aggregate your order in this way and that in some cases this may result in you obtaining a less favourable result than would otherwise be the case; 11.4.4 when market conditions do not reasonably permit an Investment order to be executed at one time or in a single transaction, we may execute it over such period as we deem appropriate and we may report to you an average price for a series of transactions so executed instead of the actual price of each transaction. 11.4.5 Notwithstanding anything contained in the Investment Parameters, we shall, in accordance with the Relevant Regulatory Requirements, take reasonable steps to assess whether a decision we take to deal on your behalf as your discretionary investment manager is suitable for you based on information we have already gathered from you. 11.5 We may enter into transactions with you as a principal in which case this will be notified to you in accordance with the Relevant Regulatory Requirements applicable to us. 11.6 In connection with our appointment as discretionary investment manager of your portfolio, you agree and acknowledge that we may appoint one or more third parties to manage some or all of the assets comprising your Investment Management Account. Our liability to you in relation to this service shall be consistent with the standard set out in General Term 4. 11.7 As envisaged in General Term 20 and as explained in the Risk Disclosure Booklet, we are entitled to enter into any transaction with or for you or provide any service to you notwithstanding that we or an Affiliate have or may have a material interest in the transaction or any resulting transaction or a relationship which gives rise to a conflict of interest. In such a situation we will inform you of the nature of the conflict before proceeding with the transaction or service if we consider that the arrangements we have in place to manage our conflicts are not sufficient to prevent the risk of material damage to your interests. Our investment principles are more specifically described in Investment Services Special Term 16.3. 11.8 Subject to the Investment Parameters, we may enter into spot or foreign exchange contracts or other over-the-counter derivatives transactions with you in our capacity as your discretionary investment manager. Such transactions will be governed by an OTC Derivatives Master Agreement that we have entered into with you, but certain terms of that OTC Derivatives Master Agreement will not apply. In particular, any terms of that OTC Derivatives Master Agreement which express or imply that you are responsible for the investment decision where we have made that investment decision for you, or that you are not relying on us to make any such investment decision that we have made for you, or otherwise that we are not acting as your discretionary investment manager where we are acting in such capacity, shall be disregarded and of no effect. Any other provisions of the OTC Derivatives Master Agreement which are inconsistent with the provisions of this discretionary investment management section of the Investment Services Special Terms or with the terms of the Investment Parameters shall also be disregarded and of no effect in relation to transactions that we have entered into with you in our capacity as your discretionary investment manager.
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Sources: On Demand Credit Facility Agreement (Parfield International LTD), On Demand Credit Facility Agreement (Centurium Capital Partners 2018, L.P.)
Authority and Limitations. 11.1 1.1 Except as may otherwise be notified in writing by you to usJPMIM, you the Company hereby confirm confirms that the Investment Management Account Portfolio is and will remain legally and/or be owned beneficially and absolutely by it or held by you (it as appropriate)trustee. You The Company further confirm confirms that the Investment Management Account Portfolio is free from any lien, charge or other encumbrance (except those in favour of any of the JPMorgan Companies and/or imposed by law or judicial decision) impediment and that you have the Company has full power and authority to appoint us JPMIM to deal with the portfolio Portfolio in accordance with the Private Client Termsterms of this Agreement.
11.2 1.2 Subject to the Investment Information provided by you such investment objectives and the Investment Parameters agreed between the Partiesrestrictions ("Guidelines") as are set out in this Agreement, we JPMIM will have:have:-
11.2.1 (a) complete discretion to act on your behalf as agent of the Company to buy, sell, retain, exchange, convert retain or otherwise deal in Investmentsexchange investments of any nature, to subscribe to issues of securities, to accept placings, offers for sale, underwritings and sub-underwritings of any securities, to effect transactions on any markets, to enter into spot or forward foreign exchange contracts and to cause the Custodian to place and withdraw Cash cash from deposit, as and when we think JPMIM thinks fit or otherwise to act as we judge it judges appropriate in relation to your Investment Management Account on the understanding that you will be bound by our acts under these Special TermsPortfolio;
11.2.2 authority and power to effect or arrange transactions through or with any person, firm or company that we may select;
11.2.3 authority and power to commit you to underwriting any issue or offer for sale of securities and you will incur obligations as an underwriter or sub-underwriter;
11.2.4 (b) authority and power to purchase, sell, hold and generally deal in and with all futures contracts (and any option on such contracts), including, including without limitation, limitation contracts for differences (for example, swaps) with respect to financial instruments, Precious Metals instruments and any group or index of securities (or any interest therein based on the value thereof), and in connection therewith to cause the Custodian to deposit any margin payment or property as Collateral collateral with any agent or broker and to grant security interests in such Collateralcollateral, all on such terms and conditions as we JPMIM shall determine;
11.2.5 authority and power to buy1.3 In the performance of its services under this Agreement, sellJPMIM may
(a) effect or arrange transactions through or with any person, hold, exchange, convert and generally deal firm or company that JPMIM may select other than associated or related companies in Regulated and/or Unregulated Collective Investment Schemes, including, but not restricted to, the ▇.▇. ▇▇▇▇▇▇ Funds, provided that you hereby acknowledge that: group (i"▇▇▇▇▇▇");
(b) deal collectively as agent for the prospectus Company and for any ▇.▇. other clients including ▇▇▇▇▇▇ Fund included companies;
(c) commit the Company to underwriting any issue or offer for sale of securities of a type and to the extent permitted by the Guidelines;
(d) effect transactions in your Investment Management Account is available upon written request; (ii) in which an issue of the event that our appointment as discretionary investment manager is terminatedrelevant securities was underwritten, any holdings in the X, Institutional managed or Capital Share Classes in any ▇.▇. arranged by ▇▇▇▇▇▇ Fund will be required to be redeemed or exchanged for shares within twelve months of another share class for which you are eligible to subscribe, within 30 days the date of such termination; and (iii) any such Collective Investment Scheme may itself invest directly or indirectly, through a long or a short position, in any Investment, including futures, options, contracts for differences (e.g. swaps) and non-Readily Realisable Investmentsthe transaction;
11.2.6 authority and power to enter into transactions in Investments which are (e) not effected on, or under borrow on behalf of the rules of, an organised investment exchangeCompany;
11.2.7 1.4 In the performance of its services under this Agreement JPMIM has no authority and or power to enter into transactions in Investments which are not Readily Realisable Investments and/or in respect of which there may be difficulties in establishing an open market price or, if buying the Investments, in later making a quick sale. Your Investment Management Account may contain Investments for which a market is made by less than three independent Market Makers;
11.2.8 authority and power to enter into transactions in options, futures and contracts for differences that may result in you having a short position by selling Investments which you do not own at the time;
11.2.9 authority and power to enter into transactions in Investments which are the subject of price Stabilisation; and
11.2.10 authority and power to enter into transactions in Investments which are Allocated Bullion or Unallocated Bullion (or any interests therein) and to provide for deallocation or allocation of the same, provided that none of the provisions of this paragraph 11.2 shall, or should be read to, limit or prejudice any other provision of paragraph 11.2 of these Special Termsexcept as expressly provided.
11.3 For the duration of our appointment under these Special Terms, you undertake not to deal, except through us, with any of the assets comprising your Investment Management Account or to authorise anyone else to so deal. In particular, because the Investment Management Account is a discretionary account, we shall not be obliged to execute investment orders given by you in respect of such Portfolio especially where these are, in our opinion, inconsistent with your Investment Parameters.
11.4 Where relevant, any dealings that we conduct on your behalf in respect of your Investment Management Account will be subject to the following:
11.4.1 in accordance with the Relevant Regulatory Requirements, we shall, where applicable, provide you with Best Execution subject to our best execution policy, as it may be amended from time to time;
11.4.2 we shall handle your and our other clients’ orders fairly and in the order in which they are received by us. Orders to be undertaken on your behalf shall have in all cases priority over orders for our account, any account in which we have an interest, any account of any of our employees or agents or any account of any person associated with or connected to us or our representatives;
11.4.3 in accordance with our aggregation and allocation policy, we may aggregate investment orders relating to your Investment Management Account with our own (and our Affiliates’) orders and those of our other clients provided that we reasonably conclude at the outset that it is unlikely that such aggregation will generally operate to your disadvantage (although, in some cases, aggregation may operate to your disadvantage and in other cases aggregation will operate to your advantage) and that we shall always give priority to satisfying your order and those for other clients in any allocation if all orders cannot be filled. By accepting the Private Client Terms you agree that we may aggregate your order in this way and that in some cases this may result in you obtaining a less favourable result than would otherwise be the case;
11.4.4 when market conditions do not reasonably permit an Investment order to be executed at one time or in a single transaction, we may execute it over such period as we deem appropriate and we may report to you an average price for a series of transactions so executed instead of the actual price of each transaction.
11.4.5 Notwithstanding anything contained in the Investment Parameters, we shall, in accordance with the Relevant Regulatory Requirements, take reasonable steps to assess whether a decision we take to deal on your behalf as your discretionary investment manager is suitable for you based on information we have already gathered from you.
11.5 We may enter into transactions with you as a principal in which case this will be notified to you in accordance with the Relevant Regulatory Requirements applicable to us.
11.6 In connection with our appointment as discretionary investment manager of your portfolio, you agree and acknowledge that we may appoint one or more third parties to manage some or all of the assets comprising your Investment Management Account. Our liability to you in relation to this service shall be consistent with the standard set out in General Term 4.
11.7 As envisaged in General Term 20 and as explained in the Risk Disclosure Booklet, we are entitled to enter into any transaction with or for you or provide any service to you notwithstanding that we or an Affiliate have or may have a material interest in the transaction or any resulting transaction or a relationship which gives rise to a conflict of interest. In such a situation we will inform you of the nature of the conflict before proceeding with the transaction or service if we consider that the arrangements we have in place to manage our conflicts are not sufficient to prevent the risk of material damage to your interests. Our investment principles are more specifically described in Investment Services Special Term 16.3.
11.8 Subject to the Investment Parameters, we may enter into spot or foreign exchange contracts or other over-the-counter derivatives transactions with you in our capacity as your discretionary investment manager. Such transactions will be governed by an OTC Derivatives Master Agreement that we have entered into with you, but certain terms of that OTC Derivatives Master Agreement will not apply. In particular, any terms of that OTC Derivatives Master Agreement which express or imply that you are responsible for the investment decision where we have made that investment decision for you, or that you are not relying on us to make any such investment decision that we have made for you, or otherwise that we are not acting as your discretionary investment manager where we are acting in such capacity, shall be disregarded and of no effect. Any other provisions of the OTC Derivatives Master Agreement which are inconsistent with the provisions of this discretionary investment management section of the Investment Services Special Terms or with the terms of the Investment Parameters shall also be disregarded and of no effect in relation to transactions that we have entered into with you in our capacity as your discretionary investment manager.
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