Common use of Other Potential Conflicts of Interest Clause in Contracts

Other Potential Conflicts of Interest. The Manager shall consult with the Technical Committee with respect to any matter as to which the Manager determines in good faith that a conflict of interest exists. If the Manager consults with the Technical Committee with respect to a matter giving rise to a conflict of interest, and if the Technical Committee waives such conflict of interest ( provided, that only the members of the Technical Committee that are Independent Members shall be entitled to vote on such matter) then none of the Trustee, Macquarie and its employees and clients, the Manager, Macquarie-managed vehicles or investments or any of their respective Affiliates shall have any liability to the Trust, the Investment Trusts, the Common Representative, the Trustee, the Settlor or any Holder for such actions in respect of such matter taken in good faith by them, including actions in the pursuit of their own interests, and such actions shall not constitute a breach of this Agreement or any other agreement contemplated herein or of any duty or obligation of such Person.