Common use of Termination and Assignment Clause in Contracts

Termination and Assignment. (i) The Investor may terminate this Agreement, for any reason, upon not less than sixty (60) days' written notice to the Portfolio Manager; provided, however, that in the event of a material breach of this Agreement by the Portfolio Manager, the Investor may terminate this Agreement immediately upon written notice to the Portfolio Manager; provided, further, that if Kenneth H. Shubin Stein is not actively involved in the manageme▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇ny reason for fifteen (15) consecutive days, other than absence due to annual leave under ordinary employment conditions, the Portfolio Manager shall promptly notify the Investor, and the Investor may terminate this Agreement by delivering notice of such termination to the Portfolio Manager within ten (10) days of delivery of notice. A termination notice may not be rescinded upon its receipt by the Portfolio Manager. (ii) The Portfolio Manager may terminate this Agreement, for any reason, upon not less than thirty (30) days' written notice to the Investor. (iii) This Agreement may not be assigned (as such term is defined under the Advisers Act) without the consent of the Investor. To the fullest extent permitted by applicable law, in the event the Investor fails to object to a notice of a proposed assignment within thirty (30) calendar days after notice of such assignment is effectively given to the Investor under this Agreement, the Investor shall be deemed to have consented to such assignment. (iv) This Agreement will automatically terminate upon the liquidation of the Account. (v) Any termination of this Agreement shall be without the payment of any penalty, except that any person required to pay compensation under any provision of this Agreement for services rendered prior to the effective date of such termination shall remain liable therefore to the party to whom such compensation is due and owing, notwithstanding such termination. Nothing herein shall relieve any party of any liability for any breach of this Agreement. (vi) Upon termination of this Agreement, the Portfolio Manager shall have the right, in his sole discretion, to either (A) liquidate the Account in an orderly manner and distribute all proceeds to the Investor in the form of cash so as to minimize the economic impact of such liquidation on the Account and any other accounts advised by the Portfolio Manager, or (B) deliver a payment to the Investor in the form of cash equal to the U.S. dollar value of the interest of the Investor in the Account as of the date of termination; provided, however, that such liquidation pursuant to clause (A) of this subsection or cash payment pursuant to clause (B) of this subsection shall occur within 30 days of termination.

Termination and Assignment. (i) The Investor may terminate this Agreement, for any reason, upon not less than sixty (60) days' written notice to the Portfolio Manager; provided, however, that in the event of a material breach of this Agreement by the Portfolio Manager, the Investor may terminate this Agreement immediately upon written notice to the Portfolio Manager; provided, further, that if Kenneth H. Shubin Stein is not actively involved in the manageme▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇ny reason for fifteen shall be as follows: (15a) consecutive days, other than absence due to annual leave under ordinary employment conditions, the Portfolio Manager shall promptly notify the Investor, and the Investor Lender may terminate this Agreement by delivering providing notice to Company and Bank that all of such termination Company's obligations which are secured by Checks and the Account are paid in full. Lender may also terminate or it may assign this Agreement upon 30 day's prior written notice to the Portfolio Manager within ten (10) days of delivery of noticeCompany and Bank. A termination Bank may terminate this Agreement upon 30 days' prior written notice to Company and Lender. Company may not be rescinded terminate this Agreement except with the written consent of Lender and upon its receipt by the Portfolio Managerprior written notice to Bank. (iib) The Portfolio Manager Notwithstanding subsection 10(a), Bank may terminate this Agreement, for Agreement at any reason, upon not less than thirty (30) days' time by written notice to Company and Lender if either Company or Lender breaches any of the Investorterms of this Agreement, or any other agreement with Bank. (a) Each party represents and warrants to the other parties that (i) this Agreement constitutes its duly authorized, legal, valid, binding and enforceable obligation; (ii) the performance of its obligations under this Agreement and the consummation of the transactions contemplated hereunder will not (A) constitute or result in a breach of its certificate or articles of incorporation, by-laws or partnership agreement, as applicable, or the provisions of any material contract to which it is a party or by which it is bound or (B) result in the violation of any law, regulation, judgment, decree or governmental order applicable to it; and (iii) This all approvals and authorizations required to permit the execution, delivery, performance and consummation of this Agreement may not be assigned and the transactions contemplated hereunder have been obtained. (as such term is defined under the Advisers Actb) without the consent of the Investor. To the fullest extent permitted by applicable law, in the event the Investor fails to object to a notice of a proposed assignment within thirty (30) calendar days after notice of such assignment is effectively given to the Investor under this Agreement, the Investor The parties each agree that it shall be deemed to have consented to such assignment. (ivmake and renew each representation and warranty in subsection 11(a) This Agreement will automatically terminate upon on and as of each day on which Company uses the liquidation of the Account. (v) Any termination of this Agreement shall be without the payment of any penalty, except that any person required to pay compensation under any provision of this Agreement for services rendered prior to the effective date of such termination shall remain liable therefore to the party to whom such compensation is due and owing, notwithstanding such termination. Nothing herein shall relieve any party of any liability for any breach of set forth in this Agreement. (via) Upon termination of this AgreementThis Agreement may be amended only by a writing signed by Company, Lender and Bank; except that Bank's charges are subject to change by Bank upon 30 days' prior written notice to Company. (b) This Agreement may be executed in counterparts; all such counterparts shall constitute but one and the Portfolio Manager shall have the right, in his sole discretion, to either same agreement. (Ac) liquidate the Account in an orderly manner and distribute all proceeds to the Investor This Agreement controls in the form event of cash so as to minimize the economic impact of such liquidation on the Account any conflict between this Agreement and any other accounts advised by the Portfolio Managerdocument or written or oral statement. This Agreement supersedes all prior understandings, writings, proposals, representations and communications, oral or (B) deliver a payment written, of any party relating to the Investor subject matter hereof. (d) This Agreement shall be interpreted in accordance with the form of cash equal to the U.S. dollar value laws of the interest State of the Investor in the Account as New York without reference to that state's principles of the date conflicts of termination; provided, however, that such liquidation pursuant to clause (A) of this subsection or cash payment pursuant to clause (B) of this subsection shall occur within 30 days of terminationlaw.

Termination and Assignment. of this Agreement shall be as follows: (a) Lender may terminate this Agreement by providing notice to Company and Bank that the Transaction Lien has been terminated in accordance with the Security Agreement. Lender may also terminate or it may assign this Agreement upon 30 day’s prior written notice to Company and Bank, provided, however that any such assignment shall only be to an affiliate or wholly-owned subsidiary of Lender. Bank may terminate this Agreement upon 30 days’ prior written notice to Company and Lender. Company may not terminate this Agreement except with the written consent of Lender and upon prior written notice to Bank. (b) Notwithstanding subsection 10(a), Bank may terminate this Agreement at any time by written notice to Company and Lender if either Company or Lender breaches any of the terms of this Agreement, or any other agreement with Bank. (a) Each party represents and warrants to the other parties that (i) this Agreement constitutes its duly authorized, legal, valid, binding and enforceable obligation; (ii) the performance of its obligations under this Agreement and the consummation of the transactions contemplated hereunder will not (A) constitute or result in a breach of its certificate or articles of incorporation, by-laws or partnership agreement, as applicable, or the provisions of any material contract to which it is a party or by which it is bound or (B) result in the violation of any law, regulation, judgment, decree or governmental order applicable to it; and (iii) all approvals and authorizations required to permit the execution, delivery, performance and consummation of this Agreement and the transactions contemplated hereunder have been obtained. (b) The Investor may terminate parties each agree that it shall be deemed to make and renew each representation and warranty in subsection 11(a) on and as of each day on which Company uses the services set forth in this Agreement. (c) Bank represents that: (i) the Account has been established as set forth in paragraph D above and will be maintained in the manner set forth herein until this Agreement is terminated; and (ii) neither the Account nor any funds or deposits at any time held therein or credited thereto is or will be evidenced by any instrument (as defined in Section 9-102 of the UCC) or constitutes or will constitute investment property (as defined in Section 9-102 of the UCC). (a) This Agreement may be amended only by a writing signed by Company, for any reason, Lender and Bank; except that Bank’s charges are subject to change by Bank upon not less than sixty (60) 30 days' ’ prior written notice to Company. (b) This Agreement may be executed in counterparts; all such counterparts shall constitute but one and the Portfolio Manager; provided, however, that same agreement. (c) This Agreement controls in the event of a material breach any conflict between this Agreement and any other document or written or oral statement. This Agreement supersedes all prior understandings, writings, proposals, representations and communications, oral or written, of any party relating to the subject matter hereof. (d) This Agreement shall be interpreted in accordance with the laws of the State of New York, without reference to that state’s principles of conflicts of law. The State of New York shall be deemed to be Bank’s jurisdiction (as defined in Section 9-304 of the UCC) with respect to the Account. 13. Any written notice or other written communication to be given under this Agreement shall be addressed to each party at its address set forth on the signature page of this Agreement by or to such other address as a party may specify in writing. Except as otherwise expressly provided herein, any such notice shall be effective upon receipt. 14. Nothing contained in the Portfolio ManagerAgreement shall create any agency, fiduciary, joint venture or partnership relationship between Bank and Company or Lender. Company and Lender agree that nothing contained in this Agreement, nor any course of dealing among the parties to this Agreement, shall constitute a commitment or other obligation on the part of Bank to extend credit to Company or Lender. In Witness Whereof, the Investor may terminate parties hereto have executed this Agreement immediately upon written notice by their duly authorized officers as of the day and year first above written. By: Address for notices: Name: Title: By: Address for notices: Name: Title: By: Address for notices: Name: Title: To: [Bank] [Address] Re: [▇▇▇▇▇▇ & Noble, Inc.] Account No. Ladies and Gentlemen: Reference is made to the Portfolio Manager; providedDeposit Account Control Agreement dated , further, that if Kenneth H. Shubin Stein is not actively involved in 20 (the manageme“Agreement”) among [▇▇▇▇▇▇ & ▇▇ ▇▇▇▇, Inc.], us and you regarding the above-described account (the “Account”). In accordance with Section 2 of the Agreement, we hereby give you notice of our exercise of control of the Account and we hereby instruct you to transfer funds to our account as follows: Bank Name: __________________________________ Bank Address: __________________________________ ABA No.: __________________________________ Account Name: __________________________________ Account No.: __________________________________ Beneficiary’s Name: __________________________________ Very truly yours, as Lender By: Name: Title: Acknowledged By: As Bank By: Name: Title: , 20__ [Bank of America, N.A., as Administrative Agent Retail Finance Group, 9th Floor ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇ny reason for fifteen ▇▇▇▇] Attention: Ladies and Gentlemen: Reference is made to that certain Amended and Restated Credit Agreement, dated as of April , 2011 (15) consecutive daysas amended, other than absence due amended and restated, restated, supplemented or otherwise modified and in effect from time to annual leave under ordinary employment conditionstime, the Portfolio Manager shall promptly notify “Credit Agreement”) by, among others, (i) ▇▇▇▇▇▇ & Noble, Inc., a Delaware corporation, as the Investorlead borrower (in such capacity, the “Lead Borrower”) for itself and the Investor may terminate this Agreement by delivering notice of such termination other Borrowers from time to the Portfolio Manager within ten (10) days of delivery of notice. A termination notice may not be rescinded upon its receipt by the Portfolio Manager. time party thereto, (ii) The Portfolio Manager may terminate this Agreementthe other Borrowers from time to time party thereto, for any reason, upon not less than thirty (30) days' written notice to the Investor. (iii) This Agreement may the Guarantors from time to time party thereto, (iv) Bank of America, N.A., as Administrative Agent, Collateral Agent and Swing Line Lender, (v) the Lenders from time to time party thereto, (vi) JPMorgan Chase Bank, N.A. and ▇▇▇▇▇ Fargo Bank, National Association, as Co-Syndication Agents and (vii) SunTrust Bank and Regions Bank, as Co-Documentation Agents. Capitalized terms used but not be assigned (as such term is defined under herein shall have the Advisers Act) without meanings set forth in the consent Credit Agreement. In accordance with the section of the Investor. To Credit Agreement marked below, the fullest extent permitted by applicable lawLead Borrower hereby gives you notice that: ¨ an action, in the event the Investor fails to object or occurrence which gives rise to a notice under the terms of the Credit Agreement has taken place. Attached hereto as Schedule 1 is a proposed assignment within thirty (30description of the action, event or occurrence and the provision(s) calendar days after notice of such assignment the Credit Agreement requiring this notice. ¨ pursuant to Section 7.02(g), a Loan Party will make an Investment constituting a Permitted Acquisition under the definition thereof. Attached hereto as Schedule 2 is effectively given a certification as to the Investor under this Agreementitems specified therein. ¨ pursuant to Section 7.02(k), a Loan Party will make an Investment. Attached hereto as Schedule 3 is a certification as to the items specified therein. ¨ pursuant to Section 7.06(d), the Investor shall be deemed Lead Borrower will pay cash dividends on its Equity Interests (other than Disqualified Stock), or repurchase, redeem or otherwise acquire Equity Interests issued by it. Attached hereto as Schedule 4 is a certification as to have consented the items specified therein. ¨ pursuant to such assignment. (iv) This Agreement Section 7.07(b), the Lead Borrower will automatically terminate upon the liquidation of the Account. (v) Any termination of this Agreement shall be without the payment of any penaltyprepay, except that any person required to pay compensation under any provision of this Agreement for services rendered redeem, purchase, defease or otherwise satisfy prior to the effective date of such termination shall remain liable therefore scheduled maturity thereof a Permitted Indebtedness. Attached hereto as Schedule 5 is a certification as to the party items specified therein. ¨ pursuant to whom such compensation Section 7.07(c), a Loan Party will make voluntary prepayments, repurchases, redemptions or defeasances of Specified Indebtedness. Attached hereto as Schedule 6 is due a certification as to the items specified therein. Very truly yours, ▇▇▇▇▇▇ & NOBLE, INC, as Lead Borrower By: Name: Title: Description of the action or occurrence: ____________________________________________________________________________________________ ____________________________________________________________________________________________ ____________________________________________________________________________________________ ____________________________________________________________________________________________ ____________________________________________________________________________________________ ____________________________________________________________________________________________ ____________________________________________________________________________________________ ____________________________________________________________________________________________ ____________________________________________________________________________________________ ____________________________________________________________________________________________ ____________________________________________________________________________________________ Provision(s) of the Credit Agreement requiring this notice: ____________________________________________________________________________________________ ____________________________________________________________________________________________ ____________________________________________________________________________________________ ____________________________________________________________________________________________ ____________________________________________________________________________________________ ____________________________________________________________________________________________ ____________________________________________________________________________________________ ____________________________________________________________________________________________ ____________________________________________________________________________________________ ____________________________________________________________________________________________ ____________________________________________________________________________________________ ____________________________________________________________________________________________ Pursuant to Section 7.02(g), and, as applicable, clause (i)(c) and owing, notwithstanding such termination. Nothing herein shall relieve any party clause (ii)(g) of any liability for any breach the definition of this Agreement. (vi) Upon termination of this AgreementPermitted Acquisition, the Portfolio Manager shall have the right, in his sole discretion, to either (A) liquidate the Account in an orderly manner and distribute all proceeds to the Investor in the form of cash so as to minimize the economic impact of such liquidation on the Account and any other accounts advised by the Portfolio Manager, or (B) deliver Lead Borrower hereby delivers a payment to the Investor in the form of cash equal to the U.S. dollar value written certification of the interest of the Investor in the Account following: ¨ If applicable, Projected Excess Availability as of the date of termination; provided, however, that such liquidation pursuant consummation of the Acquisition will be equal to clause or greater than twenty percent (A20%) of this subsection the Loan Cap. ¨ If applicable, Projected Excess Availability as of the date of consummation of the Acquisition will be equal to or cash payment pursuant to clause greater than thirty percent (B30%) of this subsection shall occur within 30 days of termination.the Loan Cap. Projected Excess Availability1: 1. Tranche A Availability (a) Tranche A Loan Cap (i) Tranche A Aggregate Commitments [915,000,000 ]

Termination and Assignment. (i) 14.1 The Investor Agreement may terminate this Agreement, for any reason, upon not less than sixty (60) days' written notice to the Portfolio Manager; provided, however, that be terminated before its expiry as set forth in clause 13 by either Party in the event of a material breach by the other Party of any material representation, warranty, covenant or undertaking (including the payment of fees due) contained in this Agreement by the Portfolio Manager, the Investor may terminate this Agreement immediately upon written notice to the Portfolio Manager; provided, further, that if Kenneth H. Shubin Stein is not actively involved in the manageme▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇ny reason for fifteen (15) consecutive days, other than absence due to annual leave under ordinary employment conditions, the Portfolio Manager shall promptly notify the Investor, and the Investor may terminate this Agreement by delivering notice of such termination to the Portfolio Manager within ten (10) days of delivery of notice. A termination notice may not be rescinded upon its receipt by the Portfolio Manager. (ii) The Portfolio Manager may terminate this Agreement, for any reason, upon not less than thirty (30) days' written notice to the Investor. (iii) This Agreement may not be assigned (as such term is defined under the Advisers Act) without the consent of the Investor. To the fullest extent permitted by applicable law, in the event the Investor fails to object to a notice of a proposed assignment cured within thirty (30) calendar Business Days after the non-terminating Party receives written notice from the terminating Party, describing the breach in detail and requiring it to be remedied. In addition, DSPG may terminate the provision of any Service by giving NXP ninety (90) days after notice prior written notice, in which case all rights and obligations of such assignment is effectively given to the Investor parties under this Agreement, the Investor shall be deemed to have consented Agreement will terminate with respect to such assignment.Service. CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS MARKED WITH [*] AND FILED SEPARATELY WITH THE SEC. 12 (iv) This Agreement will automatically terminate upon the liquidation of the Account. (v) Any termination 14.2 Termination of this Agreement shall be without the payment of any penalty, except that any person required to pay compensation under any provision of this Agreement for services rendered prior pursuant to the effective date terms hereof shall not act as a waiver of such termination shall remain liable therefore to the party to whom such compensation is due and owing, notwithstanding such termination. Nothing herein shall relieve any party of any liability for any breach of this Agreement and shall not act as a release of either Party from any liability for breach of such Party’s obligations under this Agreement. Termination or expiration of this Agreement will not affect the rights and obligations of the Parties under any other agreement between the Parties. (vi) Upon termination 14.3 No rights and obligations under this Agreement may be assigned to any party, other than in combination with an assignment of this Agreement, all rights under the Portfolio Manager shall have IPTLA as allowed in clause 16.1 of the right, in his sole discretionIPTLA, to either that same party. In case of a divestment or other transfer (A) liquidate the Account in an orderly manner and distribute all proceeds to the Investor be it in the form of cash so as to minimize a merger, consolidation, corporate reorganization, sale of assets or like event) involving all or substantially all of the economic impact then-remaining assets or business of such liquidation on (i) the Account and any other accounts advised by the Portfolio Manager, Continued Operations or (Bii) deliver DSPG to any third party, this Agreement shall terminate. At the request of DSPG, NXP will grant, unless the third party to whom Services would be provided is a payment competitor of NXP, equivalent services to such third party for the purposes of operating the then remaining assets or business of the Continued Operations. Such Services shall be of the same scope and subject to the Investor same conditions as the Services to be provided pursuant to this Agreement, provided in the form of cash equal any case that Services (i) shall only be continued for Serviced Know How licensed to DSPG and its Affiliates pursuant to the U.S. dollar value IPTLA at the moment of divestment and which are relevant to the interest of divested company’s business, and (ii) shall be limited to the Investor in the Account as of the date of termination; providedbusiness so divested and not extend to any business, howeveroperation or activity with which it is or becomes combined, merged or that such liquidation pursuant to clause (A) of this subsection or cash payment pursuant to clause (B) of this subsection shall occur within 30 days of terminationotherwise grows “unnaturally”.

Termination and Assignment. (i) The Investor may terminate this Agreement, for any reason, upon not less than sixty (60) days' written notice to Any Fund or the Portfolio Manager; provided, however, that in the event of a material breach of this Agreement by the Portfolio Manager, the Investor may terminate this Agreement immediately upon written notice to the Portfolio Manager; provided, further, that if Kenneth H. Shubin Stein is not actively involved in the manageme▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇ny reason for fifteen (15) consecutive days, other than absence due to annual leave under ordinary employment conditions, the Portfolio Manager shall promptly notify the Investor, and the Investor Custodian may terminate this Agreement by delivering notice of such termination in writing, delivered or mailed, postage prepaid (certified mail, return receipt requested) to the Portfolio Manager within ten (10) days of delivery of notice. A termination notice may not be rescinded upon its receipt by the Portfolio Manager. (ii) The Portfolio Manager may terminate this Agreement, for any reason, upon other not less than thirty (30) days' written notice to the Investor. (iii) This Agreement may not be assigned (as such term is defined under the Advisers Act) without the consent of the Investor. To the fullest extent permitted by applicable law, in the event the Investor fails to object to a notice of a proposed assignment within thirty (30) calendar 90 days after notice of such assignment is effectively given to the Investor under this Agreement, the Investor shall be deemed to have consented to such assignment. (iv) This Agreement will automatically terminate upon the liquidation of the Account. (v) Any termination of this Agreement shall be without the payment of any penalty, except that any person required to pay compensation under any provision of this Agreement for services rendered prior to the effective date of upon which such termination shall remain liable therefore to the party to whom such compensation is due and owing, notwithstanding such terminationtake effect. Nothing herein shall relieve any party of any liability for any breach of this Agreement. (vi) Upon termination of this Agreement, the Portfolio Manager appropriate Fund shall pay to the Custodian such fees as may be due the Custodian hereunder as well as its reimbursable disbursements, costs and expenses paid or incurred. Upon termination of this Agreement, the Custodian shall deliver, at the terminating party's expense, all Assets held by it hereunder to the appropriate Fund or as otherwise designated by such Fund by Special Instructions. Upon such delivery, the Custodian shall have the right, in his sole discretion, to either (A) liquidate the Account in an orderly manner and distribute all proceeds no further obligations or liabilities under this Agreement except as to the Investor in the form final resolution of cash so as matters relating to minimize the economic impact of such liquidation on the Account and any other accounts advised by the Portfolio Manager, or (B) deliver a payment activity occurring prior to the Investor in the form of cash equal to the U.S. dollar value of the interest of the Investor in the Account as of the effective date of termination; provided. Notwithstanding the notice period specified in this section, howeverthe Custodian will be deemed to be in default of this Agreement, that such liquidation pursuant and the Agreement will terminate immediately, if the Custodian fails to clause (Asatisfy the requirements of Section 17(f) of this subsection the Investment Company Act of 1940; the Custodian enters Federal Deposit Insurance Corporation receivership; the Custodian becomes insolvent or cash payment pursuant to clause makes a general assignment for the benefit of creditors; if a petition in bankruptcy is filed by the Custodian or such petition is filed against the Custodian and not opposed by the Custodian; or if a receiver or someone acting in that capacity (Bpermanent or temporary) of this subsection shall occur within 30 days of termination.the Custodian's assets

Termination and Assignment. (a) This Agreement may be terminated as follows: (i) The Investor may At the option of any party upon ninety (90) days advance written notice to the other parties; (ii) At the option of the Company Parties upon (90) days advance written notice if shares of the Funds are not available for any reason to meet the investment requirements of the Contracts; (iii) At the option of either Company Distributor or Distributor, upon institution of formal disciplinary or investigative proceedings against the Company Distributor, Distributor or the Funds by the Financial Industry Regulatory Authority ("FINRA"), the Securities and Exchange Commission ("SEC"), or any other regulatory body with jurisdiction over the relevant party; (iv) At the option of Distributor if Distributor shall reasonably determine in good faith that shares of the Funds are not being offered in conformity with the terms of this Agreement; provided, however, that prompt advance written notice of election to terminate shall be furnished by the Distributor; (v) At the option of the Company Parties by written notice to the Registrants with respect to any Funds if the Company reasonably believes that the Funds will fail to meet Section 817(h) diversification requirements or Subchapter M qualifications specific in Section 13 of this Agreement; (vi) At the option of the Company Parties, with respect to the applicable Funds, upon termination of the management agreement between such Funds and their investment adviser (except where such termination is the result of a change of control event caused by the divestment by ING Groep N.V. of ING U.S., Inc.); written notice of such termination shall be promptly furnished to the Company Parties; (vii) Upon the implementation by the Company of a substitution of Fund's shares for the shares of another investment company in accordance with the terms of the applicable Contracts. (viii) At the option of either each Registrant or the Distributor, if each Registrant or the Distributor, respectively, shall determine, in its sole judgment reasonably exercised in good faith, that the Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and that material adverse change or publicity will have a material adverse impact on the Company's ability to perform its obligations under this Agreement. Each Registrant or the Distributor shall notify the Company of that determination and its intent to terminate this Agreement, and after considering the actions taken by the Company and any other changes in circumstances since the giving of such a notice, the determination of each Registrant or the Distributor shall continue to apply on the ninetieth (90th) day following the giving of that notice, which sixtieth day shall be the effective date of termination. (ix) At the option of the Company or Company Distributor, respectively, shall determine, in its sole judgment reasonably exercised in good faith, that the Registrants and/or the Funds or the Distributor has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and that material adverse change or publicity will have a material adverse impact on the Registrant's and/or the Funds or the Distributor's ability to perform its obligations under this Agreement. The Company or Company Distributor shall notify the Registrants and/or the Funds or the Distributor of that determination and its intent to terminate this Agreement, and after considering the actions taken by the Registrants and/or the Funds or the Distributor and any other changes in circumstances since the giving of such a notice, the determination of the Company or Company Distributor shall continue to apply on the ninetieth (90th) day following the giving of that notice, which sixtieth day shall be the effective date of termination. (x) If the Fund's shares are not registered, issued or sold in conformance with federal law or such law precludes the use of Fund shares as an investment vehicle for the Contracts provided, however, that prompt notice shall be given by any reasonparty should such situation occur; (xi) Upon requisite vote of the Contract owners or Plan participants having an interest in the Separate Accounts (or any subaccounts thereof) to substitute the shares of another investment company for the corresponding shares of the Funds or a Fund in accordance with the terms of the Contracts for which those shares had been selected or serve as the underlying investment media; (xii) At the option of any party to the Agreement, immediately upon written notice, in the event of a determination by a majority of the Trustees of the Funds, or a majority of its disinterested Trustees, that an irreconcilable conflict, as described in Section 14 hereof, exists; (b) All parties to this Agreement shall promptly notify the other parties to the Agreement of the institution against such party of any such formal proceedings as described in Section 7(iii) hereof. The Company shall give 60 days prior written notice to the Funds of the date of any proposed vote of Contract owners or Plan participants to replace the Funds' shares as described in Section 7(ix) hereof. (c) The Funds and the Distributor acknowledge that the Company may have the right to substitute shares of other securities for shares of the Funds under certain circumstances. The Company agrees not less than sixty (60) to exercise this right until after at least 60 days' written notice to the Portfolio Manager; provided, however, that in Funds and the Distributor. In the event that the Company exercises its right to substitute shares of a material breach other securities for shares of this Agreement by the Portfolio ManagerFunds, the Investor may terminate this Agreement immediately upon written notice Company shall furnish, or shall cause to be furnished, to the Portfolio Manager; provided, further, that if Kenneth H. Shubin Stein is not actively involved in the manageme▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇ny reason for fifteen (15) consecutive days, other than absence due to annual leave under ordinary employment conditions, the Portfolio Manager shall promptly notify the Investor, Funds and the Investor may terminate this Agreement by delivering Distributor, or their designees, any application for an order seeking approval of the substitution or any other written material related to such substitution, including the notice of such termination the substitution to the Portfolio Manager within ten (10) days of delivery of notice. A termination notice may not be rescinded upon its receipt by the Portfolio Managersent to Contract owners or Plan participants. (iid) The Portfolio Manager may terminate this Agreement, for any reason, upon not less than thirty (30) days' written notice to the Investor. (iii) This Agreement may not be assigned (as such term is defined under the Advisers Act) without the consent of the Investor. To the fullest extent permitted by applicable law, in In the event the Investor fails Agreement is terminated pursuant to object to a notice of a proposed assignment within thirty (30Sections 7(a) calendar days after notice of such assignment is effectively given to the Investor under this Agreement, the Investor shall be deemed to have consented to such assignment. (iv) This Agreement will automatically terminate upon or (x), at the liquidation option of the Account. (v) Any Funds or the Distributor the Company agrees to use its best efforts to seek an order approving the substitution of shares of the Funds and, following receipt of the substitution order, to implement such substitution promptly and as early as reasonable practicable. In the event that the one year anniversary of the termination of this the Agreement pursuant to any other provision of Section 7 is reached and the substitution of shares of the Funds has not yet been accomplished (a "redemption event"), such redemption event shall be without considered as an immediate request for redemption of shares of the payment of any penalty, except that any person required to pay compensation under any provision of this Agreement for services rendered prior to the effective date of such termination shall remain liable therefore to the party to whom such compensation is due and owing, notwithstanding such termination. Nothing herein shall relieve any party of any liability for any breach of this Agreement. (vi) Upon termination of this Agreement, the Portfolio Manager shall have the right, in his sole discretion, to either (A) liquidate the Account in an orderly manner and distribute all proceeds to the Investor in the form of cash so as to minimize the economic impact of such liquidation on the Account and any other accounts advised Funds held by the Portfolio Manager, or (B) deliver a payment to Separate Accounts received by the Investor in the form of cash equal to the U.S. dollar value of the interest of the Investor in the Account Investment Company as of the date of the redemption event. The Investment Company agrees to process either such redemption request in accordance with the 1940 Act and the regulations thereunder and the Investment Company's registration statement. (e) If this Agreement terminates, the parties agree that to the extent that all or a portion of the assets of the Separate Accounts continue to be invested in the Funds or any Fund, Sections 1 through 6 and 10 through 14 will remain in effect after termination; provided. (f) This Agreement shall not be assigned by any party without the written consent of the other parties, provided however, that any party may assign this Agreement to an entity which controls, is controlled by, or is under common control with such liquidation pursuant party by providing notice of such assignment to clause (A) the other parties. Further, a change of control event caused by the divestment by ING Groep N.V. of ING U.S., Inc. shall not be deemed to be an assignment of this subsection or cash payment pursuant to clause (B) of this subsection shall occur within 30 days of terminationAgreement.

Termination and Assignment. This Agreement may not be wholly or partially assigned by Contractor, by operation of law or otherwise, without the prior written consent of ASMI which it may refuse in its sole discretion. Any attempted assignment of this Agreement in violation of the foregoing shall be void and not merely voidable, and constitute a default hereof. ASMI may assign this Agreement to another entity. This Agreement may only be terminated as set forth below, in the absence of written agreement by both parties. In the event of any such termination, ▇▇▇▇’s maximum liability for termination shall be the pro-rated value of fully-documented (i) The Investor Services completed hereunder to the effective date of termination, and (ii) any non-cancellable financial commitments of Contractor hereunder that were properly incurred by Contractor for the benefit of ASMI pursuant to the requirements of this Agreement. a. ASMI may terminate this Agreement, Agreement for any reason, reason upon not less than sixty (60) days' 30 days written notice without any further liability for termination other than that described herein, b. ASMI may terminate this Agreement immediately at any time without any further liability for termination other than that described herein due to: i. Material changes in ASMI’s funding. ii. A Force Majeure event as described herein. iii. Any breach of this Agreement by Contractor that Contractor fails to the Portfolio Managercure within 15 days after its receipt of notice by ASMI of such breach; provided, however, that in if Contractor commits the event of a material same breach during the term of this Agreement by it shall not be entitled to any further notice from ASMI. iv. Any criminal or civil action brought against Contractor or its employees, which in ASMI’s sole judgment impairs, hinders or threatens: A. Contractor’s ability to perform the Portfolio ManagerServices‌ B. ASMI’s or any Funding Source’s reputation, the Investor programs or funding. c. Contractor may terminate this Agreement upon 30 days written notice, in which case ASMI may choose to terminate immediately upon written receiving such notice without any further liability for such termination. d. This Agreement shall automatically terminate without any further liability for termination other than that described herein upon: i. Contractor’s death, if an individual, or ii. Contractor’s disability or other inability to perform the Services or achieve the Deliverables. e. In addition to the Portfolio Manager; providedClient having the right to cancel this Contract due to the lack of appropriated funds, furtherthe State may terminate the Contract in whole or in part, that if Kenneth H. Shubin Stein when it is not actively involved in the manageme▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇ny reason for fifteen (15) consecutive days, other than absence due to annual leave under ordinary employment conditions, the Portfolio Manager shall promptly notify the Investor, and the Investor may terminate this Agreement by delivering notice of such termination to the Portfolio Manager within ten (10) days of delivery of notice. A termination notice may not be rescinded upon its receipt by the Portfolio Manager. (ii) The Portfolio Manager may terminate this Agreement, for any reason, upon not less than thirty (30) days' written notice to the Investor. (iii) This Agreement may not be assigned (as such term is defined under the Advisers Act) without the consent best interest of the Investorclient. To the fullest extent permitted by applicable law, in the event the Investor fails to object to a notice of a proposed assignment within thirty (30) calendar days after notice of such assignment The client is effectively given to the Investor under this Agreement, the Investor shall be deemed to have consented to such assignment. (iv) This Agreement will automatically terminate upon the liquidation of the Account. (v) Any termination of this Agreement shall be without the liable only for payment of any penalty, except that any person required to pay compensation under any provision of this Agreement for services rendered prior to before the effective date of such termination shall remain liable therefore to the party to whom such compensation is due and owing, notwithstanding such termination. Nothing herein shall relieve any party of any liability for any breach of this Agreement. (vi) Upon termination of this Agreement, the Portfolio Manager shall have the right, in his sole discretion, to either (A) liquidate the Account in an orderly manner and distribute all proceeds to the Investor in the form of cash so as to minimize the economic impact of such liquidation on the Account and any other accounts advised by the Portfolio Manager, or (B) deliver a payment to the Investor in the form of cash equal to the U.S. dollar value of the interest of the Investor in the Account as of the date of termination; provided, however, that such liquidation pursuant to clause (A) of this subsection or cash payment pursuant to clause (B) of this subsection shall occur within 30 days of termination.

Termination and Assignment. (i) The Investor may terminate this Agreement, for any reason, upon not less than sixty (60) days' written notice to the Portfolio Manager; provided, however, that in the event of a material breach of this Agreement by the Portfolio Manager, the Investor may terminate this Agreement immediately upon written notice to the Portfolio Manager; provided, further, that if Kenneth H. Shubin Stein is not actively involved in the manageme▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇ny reason for fifteen shall be as follows: (15a) consecutive days, other than absence due to annual leave under ordinary employment conditions, the Portfolio Manager shall promptly notify the Investor, and the Investor Lender may terminate this Agreement by delivering providing notice to Company and Bank that all of such termination Company's obligations which are secured by Checks and the Accounts are paid in full. Lender may also terminate or it may assign this Agreement upon 30 day's prior written notice to the Portfolio Manager within ten (10) days of delivery of noticeCompany and Bank. A termination Bank may terminate this Agreement upon 30 days' prior written notice to Company and Lender. Company may not be rescinded terminate this Agreement or the Lockbox Service except with the written consent of Lender and upon its receipt by the Portfolio Managerprior written notice to Bank. (iib) The Portfolio Manager Notwithstanding subsection 10(a), Bank may terminate this Agreement, for Agreement at any reason, upon not less than thirty (30) days' time by written notice to Company and Lender if either Company or Lender breaches any of the Investorterms of this Agreement, or any other agreement with Bank. (a) Each party represents and warrants to the other parties that (i) this Agreement constitutes its duly authorized, legal, valid, binding and enforceable obligation; (ii) the performance of its obligations under this Agreement and the consummation of the transactions contemplated hereunder will not (A) constitute or result in a breach of its certificate or articles of incorporation, by-laws or partnership agreement, as applicable, or the provisions of any material contract to which it is a party or by which it is bound or (B) result in the violation of any law, regulation, judgment, decree or governmental order applicable to it; and (iii) This all approvals and authorizations required to permit the execution, delivery, performance and consummation of this Agreement may not be assigned and the transactions contemplated hereunder have been obtained. (as such term is defined under the Advisers Actb) without the consent of the Investor. To the fullest extent permitted by applicable law, in the event the Investor fails to object to a notice of a proposed assignment within thirty (30) calendar days after notice of such assignment is effectively given to the Investor under this Agreement, the Investor The parties each agree that it shall be deemed to have consented to such assignment. (ivmake and renew each representation and warranty in subsection 11(a) This Agreement will automatically terminate upon on and as of each day on which Company uses the liquidation of the Account. (v) Any termination of this Agreement shall be without the payment of any penalty, except that any person required to pay compensation under any provision of this Agreement for services rendered prior to the effective date of such termination shall remain liable therefore to the party to whom such compensation is due and owing, notwithstanding such termination. Nothing herein shall relieve any party of any liability for any breach of set forth in this Agreement. (via) Upon termination of this AgreementThis Agreement may be amended only by a writing signed by Company, Lender and Bank; except that Bank's charges are subject to change by Bank upon 30 days' prior written notice to Company. (b) This Agreement may be executed in counterparts; all such counterparts shall constitute but one and the Portfolio Manager shall have the right, in his sole discretion, to either same agreement. (Ac) liquidate the Account in an orderly manner and distribute all proceeds to the Investor This Agreement controls in the form event of cash so as to minimize the economic impact of such liquidation on the Account any conflict between this Agreement and any other accounts advised by the Portfolio Managerdocument or written or oral statement. This Agreement supersedes all prior understandings, writings, proposals, representations and communications, oral or (B) deliver a payment written, of any party relating to the Investor subject matter hereof. (d) This Agreement shall be interpreted in the form of cash equal to the U.S. dollar value accordance with laws of the interest State of the Investor in the Account as New York without reference to that state's principles of the date conflicts of termination; provided, however, that such liquidation pursuant to clause (A) of this subsection or cash payment pursuant to clause (B) of this subsection shall occur within 30 days of terminationlaw.

Termination and Assignment. (a) This Agreement may be terminated as follows: (i) The Investor may At the option of any party upon ninety (90) days advance written notice to the other parties; (ii) At the option of the Company Parties upon (90) days advance written notice if shares of the Funds are not available for any reason to meet the investment requirements of the Contracts; (iii) At the option of either Company Distributor or Distributor, upon institution of formal disciplinary or investigative proceedings against the Company Distributor, Distributor or the Funds by the Financial Industry Regulatory Authority ("FINRA"), the Securities and Exchange Commission ("SEC"), or any other regulatory body with jurisdiction over the relevant party; (iv) At the option of Distributor if Distributor shall reasonably determine in good faith that shares of the Funds are not being offered in conformity with the terms of this Agreement; provided, however, that prompt advance written notice of election to terminate shall be furnished by the Distributor; (v) At the option of the Company Parties by written notice to the Registrants with respect to any Funds if the Company reasonably believes that the Funds will fail to meet Section 817(h) diversification requirements or Subchapter M qualifications specific in Section 13 of this Agreement; (vi) At the option of the Company Parties ,with respect to the applicable Funds, upon termination of the management agreement between such Funds and their investment adviser (except where such termination is the result of a change of control event caused by the divestment by ING Groep N.V. of ING U.S., Inc.); written notice of such termination shall be promptly furnished to the Company Parties ; (vii) Upon the implementation by the Company of a substitution of Fund’s shares for the shares of another investment company in accordance with the terms of the applicable Contracts. (viii) At the option of either each Registrant or the Distributor, if each Registrant or the Distributor, respectively, shall determine, in its sole judgment reasonably exercised in good faith, that the Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and that material adverse change or publicity will have a material adverse impact on the Company’s ability to perform its obligations under this Agreement. Each Registrant or the Distributor shall notify the Company of that determination and its intent to terminate this Agreement, and after considering the actions taken by the Company and any other changes in circumstances since the giving of such a notice, the determination of each Registrant or the Distributor shall continue to apply on the ninetieth (90th) day following the giving of that notice, which sixtieth day shall be the effective date of termination. (ix) At the option of the Company or Company Distributor, respectively, shall determine, in its sole judgment reasonably exercised in good faith, that the Registrants and/or the Funds or the Distributor has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and that material adverse change or publicity will have a material adverse impact on the Registrant’s and/or the Funds or the Distributor ’s ability to perform its obligations under this Agreement. The Company or Company Distributor shall notify the Registrants and/or the Funds or the Distributor of that determination and its intent to terminate this Agreement, and after considering the actions taken by the Registrants and/or the Funds or the Distributor and any other changes in circumstances since the giving of such a notice, the determination of the Company or Company Distributor shall continue to apply on the ninetieth (90th) day following the giving of that notice, which sixtieth day shall be the effective date of termination. (x) If the Fund's shares are not registered, issued or sold in conformance with federal law or such law precludes the use of Fund shares as an investment vehicle for the Contracts provided, however, that prompt notice shall be given by any reasonparty should such situation occur; (xi) Upon requisite vote of the Variable Contract Owners having an interest in the Separate Accounts (or any subaccounts thereof) to substitute the shares of another investment company for the corresponding shares of the Funds or a Fund in accordance with the terms of the Contracts for which those shares had been selected or serve as the underlying investment media; (xii) At the option of any party to the Agreement, immediately upon written notice, in the event of a determination by a majority of the Trustees of the Funds, or a majority of its disinterested Trustees, that an irreconcilable conflict, as described in Section 14 hereof, exists; (b) All parties to this Agreement shall promptly notify the other parties to the Agreement of the institution against such party of any such formal proceedings as described in Section 7(iii) hereof. The Company shall give 60 days prior written notice to the Funds of the date of any proposed vote of Variable Contract Owners to replace the Funds' shares as described in Section 7(ix) hereof. (c) The Funds and the Distributor acknowledge that the Company may have the right to substitute shares of other securities for shares of the Funds under certain circumstances. The Company agrees not less than sixty (60) to exercise this right until after at least 60 days' written notice to the Portfolio Manager; provided, however, that in Funds and the Distributor. In the event that the Company exercises its right to substitute shares of a material breach other securities for shares of this Agreement by the Portfolio ManagerFunds, the Investor may terminate this Agreement immediately upon written notice Company shall furnish, or shall cause to be furnished, to the Portfolio Manager; provided, further, that if Kenneth H. Shubin Stein is not actively involved in the manageme▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇ny reason for fifteen (15) consecutive days, other than absence due to annual leave under ordinary employment conditions, the Portfolio Manager shall promptly notify the Investor, Funds and the Investor may terminate this Agreement by delivering Distributor, or their designees, any application for an order seeking approval of the substitution or any other written material related to such substitution, including the notice of such termination the substitution to the Portfolio Manager within ten (10) days of delivery of notice. A termination notice may not be rescinded upon its receipt by the Portfolio Managersent to Variable Contract Owners. (iid) The Portfolio Manager may terminate this Agreement, for any reason, upon not less than thirty (30) days' written notice to the Investor. (iii) This Agreement may not be assigned (as such term is defined under the Advisers Act) without the consent of the Investor. To the fullest extent permitted by applicable law, in In the event the Investor fails Agreement is terminated pursuant to object to a notice of a proposed assignment within thirty (30Sections 7(a) calendar days after notice of such assignment is effectively given to the Investor under this Agreement, the Investor shall be deemed to have consented to such assignment. (iv) This Agreement will automatically terminate upon or (x), at the liquidation option of the Account. (v) Any Funds or the Distributor the Company agrees to use its best efforts to seek an order approving the substitution of shares of the Funds and, following receipt of the substitution order, to implement such substitution promptly and as early as reasonable practicable. In the event that the one year anniversary of the termination of this the Agreement pursuant to any other provision of Section 7 is reached and the substitution of shares of the Funds has not yet been accomplished (a "redemption event"), such redemption event shall be without considered as an immediate request for redemption of shares of the payment of any penalty, except that any person required to pay compensation under any provision of this Agreement for services rendered prior to the effective date of such termination shall remain liable therefore to the party to whom such compensation is due and owing, notwithstanding such termination. Nothing herein shall relieve any party of any liability for any breach of this Agreement. (vi) Upon termination of this Agreement, the Portfolio Manager shall have the right, in his sole discretion, to either (A) liquidate the Account in an orderly manner and distribute all proceeds to the Investor in the form of cash so as to minimize the economic impact of such liquidation on the Account and any other accounts advised Funds held by the Portfolio Manager, or (B) deliver a payment to Separate Accounts received by the Investor in the form of cash equal to the U.S. dollar value of the interest of the Investor in the Account Investment Company as of the date of the redemption event. The Investment Company agrees to process either such redemption request in accordance with the 1940 Act and the regulations thereunder and the Investment Company's registration statement. (e) If this Agreement terminates, the parties agree that to the extent that all or a portion of the assets of the Separate Accounts continue to be invested in the Funds or any Fund, Sections 1 through 6 and 10 through 14 will remain in effect after termination; provided. (f) This Agreement shall not be assigned by any party without the written consent of the other parties, provided however, that any party may assign this Agreement to an entity which controls, is controlled by, or is under common control with such liquidation pursuant party by providing notice of such assignment to clause (A) the other parties. Further, a change of control event caused by the divestment by ING Groep N.V. of ING U.S., Inc. shall not be deemed to be an assignment of this subsection or cash payment pursuant to clause (B) of this subsection shall occur within 30 days of terminationAgreement.

Termination and Assignment. (i) The Investor may terminate this Agreement, for any reason, upon not less than sixty (60) days' written notice to the Portfolio Manager; provided, however, that in the event of a material breach of this Agreement by the Portfolio Manager, the Investor may terminate this Agreement immediately upon written notice to the Portfolio Manager; provided, further, that if Kenneth H. Shubin Stein is not actively involved in the manageme▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇ny reason for fifteen shall be as follows: (15a) consecutive days, other than absence due to annual leave under ordinary employment conditions, the Portfolio Manager shall promptly notify the Investor, and the Investor Lender may terminate this Agreement by delivering providing notice to Company, Servicer and Bank that all of such termination Company’s obligations which are secured by Checks and the Account are paid in full. Lender may also terminate or it may assign this Agreement upon 30 day’s prior written notice to Company, Servicer and Bank. Bank may terminate this Agreement upon 30 days’ prior written notice to Company, Servicer and Lender. Neither Company nor Servicer may terminate this Agreement or the Portfolio Manager within ten (10) days Lockbox Service except with the written consent of delivery of notice. A termination Lender and upon prior written notice may not be rescinded upon its receipt by the Portfolio Managerto Bank. (iib) The Portfolio Manager Notwithstanding subsection 10(a), Bank may terminate this Agreement, for Agreement at any reason, upon not less than thirty (30) days' time by written notice to Company, Servicer and Lender if either Company or Lender breaches any of the Investorterms of this Agreement, or any other agreement with Bank. (a) Each party represents and warrants to the other parties that (i) this Agreement constitutes its duly authorized, legal, valid, binding and enforceable obligation; (ii) the performance of its obligations under this Agreement and the consummation of the transactions contemplated hereunder will not (A) constitute or result in a breach of its certificate or articles of incorporation, by-laws or partnership agreement, as applicable, or the provisions of any material contract to which it is a party or by which it is bound or (B) result in the violation of any law, regulation, judgment, decree or governmental order applicable to it; and (iii) This all approvals and authorizations required to permit the execution, delivery, performance and consummation of this Agreement may not be assigned and the transactions contemplated hereunder have been obtained. (as such term is defined under the Advisers Actb) without the consent of the Investor. To the fullest extent permitted by applicable law, in the event the Investor fails to object to a notice of a proposed assignment within thirty (30) calendar days after notice of such assignment is effectively given to the Investor under this Agreement, the Investor The parties each agree that it shall be deemed to have consented to such assignment. (ivmake and renew each representation and warranty in subsection 11(a) This Agreement will automatically terminate upon on and as of each day on which Company uses the liquidation of the Account. (v) Any termination of this Agreement shall be without the payment of any penalty, except that any person required to pay compensation under any provision of this Agreement for services rendered prior to the effective date of such termination shall remain liable therefore to the party to whom such compensation is due and owing, notwithstanding such termination. Nothing herein shall relieve any party of any liability for any breach of set forth in this Agreement. (via) Upon termination of this AgreementThis Agreement may be amended only by a writing signed by Company, Servicer, Lender and Bank; except that Bank’s charges are subject to change by Bank upon 30 days’ prior written notice to Company. (b) This Agreement may be executed in counterparts; all such counterparts shall constitute but one and the Portfolio Manager shall have the right, in his sole discretion, to either same agreement. (Ac) liquidate the Account in an orderly manner and distribute all proceeds to the Investor This Agreement controls in the form event of cash so as to minimize the economic impact of such liquidation on the Account any conflict between this Agreement and any other accounts advised by the Portfolio Managerdocument or written or oral statement. This Agreement supersedes all prior understandings, writings, proposals, representations and communications, oral or (B) deliver a payment written, of any party relating to the Investor subject matter hereof. (d) This Agreement shall be interpreted in the form accordance with North Carolina law without reference to that state’s principles of cash equal to the U.S. dollar value conflicts of the interest of the Investor in the Account as of the date of termination; provided, however, that such liquidation pursuant to clause (A) of this subsection or cash payment pursuant to clause (B) of this subsection shall occur within 30 days of terminationlaw.