Common use of Exit Procedure Clause in Contracts

Exit Procedure. (a) The Customer, on behalf of a Fund, will provide J.P. Morgan full details of the persons to whom J.P. Morgan must deliver Account Assets within a reasonable period before the effective time of termination of this Agreement. If the Customer fails to provide such details in a timely manner, J.P. Morgan shall be entitled to continue to be paid fees under this Agreement until such time as it is able to deliver the Account Assets to a successor custodian, but J.P. Morgan may take such steps as it reasonably determines to be necessary to protect itself following the effective time of termination, including ceasing to provide transaction settlement services in the event that J.P. Morgan is unwilling to assume any related credit risk. (b) J.P. Morgan will, in any event, be entitled to deduct any amounts owing to it, that are not in dispute in accordance with this Agreement and the fees and expenses arrangements in existence, from the Cash Account prior to delivery of the Account Assets. In the event that insufficient funds are available in the Cash Account, the Customer agrees that, upon notice to the Customer, J.P. Morgan may, in such manner and at such time or times as J.P. Morgan in its sole discretion sees fit, liquidate Financial Assets in the Securities Account that J.P. Morgan, in its sole discretion, may select in order to deduct such amounts from the proceeds. (c) The Customer, on behalf of a Fund, will reimburse J.P. Morgan promptly for all out-of-pocket expenses it incurs in delivering Financial Assets upon termination in accordance with this Agreement and the fees and expenses arrangements then in existence between them. (d) Upon termination, the Customer, on behalf of a Fund, will provide J.P. Morgan with contact information and payment Instructions for any matters arising after termination. (e) Termination will not affect any of the Liabilities either party owes to the other party arising under this Agreement prior to such termination. (f) J.P. Morgan will act in accordance with all Instructions delivered to it by the Customer with respect to such delivery and transition of custody responsibilities to a successor custodian provided that such Instructions shall be reasonable and practicable and not in conflict with any provision of this Agreement. (g) As soon as reasonably practicable following its resignation or termination of appointment becoming effective and subject to payment of any amount owing to J.P. Morgan under this Agreement, J.P. Morgan agrees to transfer such holding statements or position reports as are customarily transferred by an existing global custodian or provider of the Services, to any replacement provider of the Services or to such other person as the Customer may direct. J.P. Morgan will also provide reasonable assistance to its successor, for such transfer, subject to the payment of such reasonable expenses and charges as J.P. Morgan and the Customer may mutually agree for such assistance. The Customer undertakes to use its best efforts to appoint a new custodian or service provider as soon as reasonably practicable following the termination of this Agreement.

Exit Procedure. (a) The Customer, on behalf of a Fund, Customer will provide J.P. Morgan full details of the persons to whom J.P. Morgan must deliver Account Assets within a reasonable period before the effective time of termination of this Agreement. If the Customer fails to provide such details in a timely manner, J.P. Morgan Global Custody Agreement – New York – October 2024 will continue to provide Services under this Agreement following the termination date, and shall be entitled to continue to be paid fees under this Agreement as determined by J.P. Morgan in its sole discretion until such time as it is able to deliver the Account Assets to a successor custodian, but J.P. Morgan may take such steps as it reasonably determines to be necessary to protect itself following the effective time of termination, including ceasing to provide transaction settlement services in the event that J.P. Morgan is unwilling to assume any related credit risk. (b) J.P. Morgan will, will in any event, event be entitled to deduct any amounts owing to it, that are not in dispute in accordance with this Agreement and the fees and expenses arrangements in existence, it from the Cash Account prior to delivery of the Account Assets. In the event that insufficient funds are available in the Cash Account, the Customer agrees that, upon notice to the Customer, that J.P. Morgan may, in such manner and and, at such time or times as J.P. Morgan in its sole discretion sees fit, liquidate any Financial Assets in the Securities Account that J.P. Morgan, in its sole discretion, may select in order to deduct such amounts amount from the proceeds. (c) The Customer, on behalf of a Fund, Customer will reimburse J.P. Morgan promptly for all out-of-pocket expenses it incurs in delivering Financial Assets upon termination in accordance with this Agreement and the fees and expenses arrangements then in existence between themtermination. (d) Upon termination, the Customer, on behalf of a Fund, Customer will provide J.P. Morgan with contact information and payment Instructions instructions for any matters arising after termination. (e) Termination will not affect any of the Liabilities either party owes to the other party arising under this Agreement prior to such termination. (f) J.P. Morgan will act in accordance with all Instructions delivered to it by the Customer with respect to such delivery and transition of custody responsibilities to a successor custodian provided that such Instructions shall be reasonable and practicable and not in conflict with any provision of this Agreement. (g) As soon as reasonably practicable following its resignation or termination of appointment becoming effective and subject to payment of any amount owing to J.P. Morgan under this Agreement, J.P. Morgan agrees to transfer such holding statements or position reports as are customarily transferred by an existing global custodian or provider of the Services, provided in a transition to any replacement provider of the Services or to such other person as the Customer may direct. J.P. Morgan will also provide reasonable assistance to its successor, for such transfer, subject to the payment of such reasonable expenses and charges as it being understood that J.P. Morgan and the Customer may mutually agree shall have no responsibility for any expenses or charges for such assistance. The Customer undertakes to use its best efforts to appoint a new custodian or service provider as soon as reasonably practicable following the termination of this Agreement.

Exit Procedure. (a) The Customer, on behalf of a Fund, Customer will provide J.P. Morgan full details of the persons to whom J.P. Morgan must deliver Account Assets within a reasonable period before the effective time of termination of this Agreement. If the Customer fails to provide such details in a timely manner, J.P. Morgan shall be entitled to continue to be paid fees under this Agreement until such time as it is able to deliver the Account Assets to a successor custodian, but J.P. Morgan may take such steps as it reasonably determines to be necessary to protect itself following the effective time of termination, including ceasing to provide transaction settlement services in the event that J.P. Morgan is unwilling to assume any related credit risk. (b) J.P. Morgan will, will in any event, event be entitled to deduct any amounts owing to it, that are not in dispute in accordance with this Agreement and the fees and expenses arrangements in existence, it from the Cash Account prior to delivery of the Account Assets. In the event that insufficient funds are available in the Cash Account, the Customer agrees that, upon notice to the Customer, J.P. Morgan may, in such manner and and, at such time or times as J.P. Morgan in its sole discretion sees fit, liquidate any Financial Assets in the Securities Account that J.P. Morgan, in its sole discretion, may select in order to deduct such amounts amount from the proceeds. (c) The Customer, on behalf of a Fund, Customer will reimburse J.P. Morgan promptly for all out-of-pocket expenses it incurs in delivering Financial Assets upon termination in accordance with this Agreement and the fees and expenses arrangements then in existence between them, as applicable. (d) Upon termination, the Customer, on behalf of a Fund, Customer will provide J.P. Morgan with contact information and payment Instructions instructions for any matters arising after termination. (e) Termination will not affect any of the Liabilities either party owes to the other party arising under this Agreement prior to such termination. (f) J.P. Morgan will act in accordance with all Instructions delivered to it by the Customer with respect to such delivery and transition of custody responsibilities to a successor custodian provided that such Instructions shall be reasonable and practicable and not in conflict with any provision of this Agreement. (g) As soon as reasonably practicable following its resignation or termination of appointment becoming effective and subject to payment of any amount owing to J.P. Morgan under this Agreement, J.P. Morgan agrees to transfer such holding statements or position reports as are customarily transferred by an existing global custodian or provider of the Services, to any replacement provider of the Services or to such other person as the Customer may direct. J.P. Morgan will also provide reasonable assistance to its successor, for such transfer, subject to the payment of such reasonable expenses and charges as J.P. Morgan and the Customer may mutually agree for such assistance. The Customer undertakes to use its best efforts to appoint a new custodian or service provider as soon as reasonably practicable following the termination of this Agreement.

Exit Procedure. (a) The Customer, on behalf of a Fund, Customer will provide J.P. Morgan J.▇. ▇▇▇▇▇▇ full details of the persons to whom J.P. Morgan J.▇. ▇▇▇▇▇▇ must deliver Account Assets within a reasonable period before the effective time of termination of this Agreement. If the Customer fails to provide such details in a timely manner, J.P. Morgan J.▇. ▇▇▇▇▇▇ shall be entitled to continue to be paid fees under this Agreement until such time as it is able to deliver the Account Assets to a successor custodian, but J.P. Morgan J.▇. ▇▇▇▇▇▇ may take such steps as it reasonably determines to be necessary to protect itself following the effective time of termination, including ceasing to provide transaction settlement services in the event that J.P. Morgan J.▇. ▇▇▇▇▇▇ is unwilling to assume any related credit risk. (b) J.P. Morgan will, J.▇. ▇▇▇▇▇▇ will in any event, event be entitled to deduct any amounts owing to it, that are not in dispute in accordance with this Agreement and the fees and expenses arrangements in existence, it from the Cash Account prior to delivery of the Account Assets. In the event that insufficient funds are available in the Cash Account, the Customer agrees that, upon notice to the Customer, that J.P. Morgan may, in such manner and and, at such time or times as J.P. Morgan in its sole discretion sees fit, liquidate any Financial Assets in the Securities Account that J.P. Morgan, in its sole discretion, may select in order to deduct such amounts amount from the proceeds. (c) The Customer, on behalf of a Fund, Customer will reimburse J.P. Morgan promptly for all out-of-pocket expenses it incurs in delivering Financial Assets upon termination in accordance with this Agreement and the fees and expenses arrangements then in existence between themtermination. (d) Upon termination, the Customer, on behalf of a Fund, Customer will provide J.P. Morgan with contact information and payment Instructions instructions for any matters arising after termination. (e) Termination will not affect any of the Liabilities either party owes to the other party arising under this Agreement prior to such termination.. Global Custody Agreement - New York - January 2022 (f) J.P. Morgan will act in accordance with all Instructions delivered to it by the Customer with respect to such delivery and transition of custody responsibilities to a successor custodian provided that such Instructions shall be reasonable and practicable and not in conflict with any provision of this Agreement. (g) As soon as reasonably practicable following its resignation or termination of appointment becoming effective and subject to payment of any amount owing to J.P. Morgan under this Agreement, J.P. Morgan agrees to transfer to, upon request from the Customer, make available such holding statements or position reports as are customarily transferred required by an existing global custodian or provider of the Services, to any a replacement provider of the Services services or to such other person as the Customer may direct. J.P. Morgan will also provide reasonable assistance to its successor, for such transfer, subject to the payment of such reasonable expenses and charges as J.P. Morgan and the Customer may mutually agree for such assistance. The requestThe Customer undertakes to use its best efforts to appoint a new custodian or service provider as soon as reasonably practicable following the termination of this Agreement.