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(b) Any amendment executed pursuant to Section 9.1(a) hereof will be <br />effective thirty (30) days after notice is mailed to the Participants setting forth such <br />amendment and stating that the last consent required by Section 9.1(a) hereof has been <br />obtained. <br />(c) Notwithstanding the foregoing, Exhibit E may be amended by a writing <br />consented to by a majority of the Board of Trustees. Any such amendment shall become <br />effective thirty (30) days after notice is mailed to the Program Administrator, the Custodian <br />and the Participants setting forth such amendment and stating that such amendment has been <br />consented to by a majority of the Board of Trustees. <br />(d) Notwithstanding the foregoing, Exhibits A, B and C may be amended by <br />the Program Administrator. Any such amendment shall become effective thirty (30) days after <br />notice is mailed to the Participants and the Custodian setting forth such amendment. <br />(e) Notwithstanding the foregoing, Exhibit G may be amended by an <br />amendment consented to by the Program Administrator and the Custodian. Any such <br />amendment shall become effective upon the obtaining of such consents. <br />(f) All Participants that remain Participants after any amendment becomes <br />effective shall be deemed to have consented to the amendment. <br />9.2 Termination. <br />(a) This Agreement shall continue in full force and effect unless terminated as <br />set forth in this Section 9.2. This Agreement may be terminated at any time pursuant to a duly <br />adopted amendment hereto. This Agreement shall terminate automatically if this Agreement is <br />not amended to name a new Custodian or Program Administrator on or before the day that is <br />immediately prior to the date on which the resignation, withdrawal or removal of the <br />Custodian or Program Administrator would otherwise become effective. <br />(b) Upon the termination of this Agreement pursuant to this Section 9.2: <br />(i) The Custodian, the Board of Trustees, the Trust and the Program <br />Administrator shall carry on no business in connection with the Investment Property <br />except for the purpose of satisfying the Investment Property Liabilities and winding up <br />their affairs in connection with the Investment Property; <br />(ii) The Custodian, the Board of Trustees, the Trust and the Program <br />Administrator shall proceed to wind up their affairs in connection with the Investment <br />Property, and all of the powers of the Custodian, the Board of Trustees, the Trust and the <br />Program Administrator under this Agreement shall continue until the affairs of the <br />Custodian, the Board of Trustees, the Trust and the Program Administrator in connection <br />with the Investment Property shall have been wound up, including, but not limited to, the <br />power to collect amounts owed, sell, convey, assign, exchange, transfer or otherwise <br />dispose of all or any part of the remaining Investment Property to one or more persons at <br />public or private sale for consideration which may consist in whole or in part of cash, <br />27 <br />#4350219.1 <br />