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<br />12. Custodian may enter into subcontracts, agreements and understandings with any BNY Affiliate, whenever and on
<br />such terms and conditions as it deems necessary or appropriate to perform its services hereunder. No such subcontract, agreement or
<br />understanding shall discharge Custodian from its obligations herelll1der.
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<br />13. Custodian shall have no duties or responsibilities whatsoever except such duties and responsibilities as are
<br />specifically set forth in this Agreement, and no covenant or obligation shall be implied against Custodian in connection with this
<br />Agreement.
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<br />ARTICLE VII
<br />TERMINATION
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<br />Either party may terminate this Agreement by giving to the other party a notice in writing specifYing the date of such
<br />termination, which shall be not less than sixty (60) days after the date of such notice. Upon termination hereof, Customer shall pay to
<br />Custodian such compensation as may be due to Custodian, and shall likewise reimburse Custodian for other amounts payable or
<br />reimbursable to Custodian herelll1der. Custodian shall follow such reasonable Oral or Written Instructions conceming the transfer of
<br />custody of records, U.S. Securities and other items as Customer shall give; provided, that (a) Custodian shall have no liability for
<br />shipping and insurance costs associated therewith, and (b) full payment shall have been made to Custodian of its compensation, costs,
<br />expenses and other amounts to which it is entitled hereunder. If any U.S. Securities or cash remain in the Account, Custodian may
<br />deliver to Customer such U.S. Securities and cash. Upon termination of this Agreement, except as otherwise provided herein, all
<br />obligations of the parties to each other hereunder shall cease.
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<br />ARTICLE VIII
<br />MISCELLANEOUS
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<br />1. Customer agrees to furnish to Custodian a new Certificate of Authorized Persons in the event of any change in the
<br />then present Authorized Persons. Until such new Certificate is received, Custodian shall be fully protected in acting upon Oral
<br />Instructions and Written Instructions of such present Authorized Persons.
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<br />2. Any notice or other instrument in writing, authorized or required by this Agreement to be given to Custodian, shall
<br />be sufficiently given if addressed to Custodian and received by it at its offices at 10161 Centurion Parkway, Jacksonville, Florida
<br />32256, or at such other place as Custodian may from time to time designate in writing.
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<br />3. Any notice or other instrument in writing, authorized or required by this Agreement to be given to Customer shall be
<br />sufficiently given if addressed to Customer and received by it at its offices at 65 Church Street SE, Concord, NC 28025, or at such
<br />other place as Customer may from time to time designate in writing.
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<br />4. Each and every right granted to either party herelll1der or lll1der any other document delivered hereunder or in
<br />connection herewith, or allowed it by law or equity, shall be cumulative and may be exercised from time to time. No failure on the part
<br />of either party to exercise, and no delay in exercising, any right will operate as a waiver thereof, nor will any single or partial exercise
<br />by either party of any right preclude any other or future exercise thereof or the exercise of any other right.
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<br />5. In case any provision in or obligation lll1der this Agreement shall be invalid, illegal or unenforceable in any
<br />jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby. This
<br />Agreement may not be amended or modified in any manner except by a written agreement executed by both parties. This Agreement
<br />shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this
<br />Agreement shall not be assignable by either party without the written consent of the other.
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<br />6. (a) This Agreement shall be construed in accordance with the substantive laws of the State of Florida, without regard
<br />to conflicts of laws principles thereof. Customer and Custodian hereby consent to the jurisdiction of a state or federal court situated in
<br />Florida in connection with any dispute arising herelll1der. To the extent that in any jurisdiction Customer may now or hereafter be
<br />entitled to claim, for itself or its assets, inununity from suit, execution, attachment (before or after judgment) or other legal process,
<br />Customer irrevocably agrees not to claim, and it hereby waives, such inununity. Customer and Custodian each hereby irrevocably
<br />waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.
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<br />(b) For Governmental Entities: To the extent that in any jurisdiction Customer may now or hereafter be entitled to
<br />claim, for itself or its assets, inununity from suit, execution, attachment (before or after judgment) or other legal process, Customer
<br />irrevocably agrees not to claim, and it hereby waives, such inununity.
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