$2,000,000 AGGREGATE
CAPITAL, SURPLUS AND UNDIVIDED PROFITS.
IN THE EVENT SUCH NOTICE IS GIVEN BY
CUSTODIAN, THE CORPORATION SHALL, ON OR BEFORE THE TERMINATION DATE, DELIVER TO
CUSTODIAN A COPY OF A RESOLUTION OF THE BOARD OF THE CORPORATION, CERTIFIED BY
THE SECRETARY OR ANY ASSISTANT SECRETARY, DESIGNATING A SUCCESSOR CUSTODIAN OR
CUSTODIANS.
IN THE ABSENCE OF SUCH DESIGNATION BY THE CORPORATION, CUSTODIAN
MAY DESIGNATE A SUCCESSOR CUSTODIAN WHICH SHALL BE A BANK OR TRUST COMPANY
HAVING NOT LESS THAN $2,000,000 AGGREGATE CAPITAL, SURPLUS AND UNDIVIDED
PROFITS.
UPON THE DATE SET FORTH IN SUCH NOTICE THIS AGREEMENT SHALL TERMINATE,
AND CUSTODIAN SHALL UPON RECEIPT OF A NOTICE OF ACCEPTANCE BY THE SUCCESSOR
CUSTODIAN ON THAT DATE DELIVER DIRECTLY TO THE SUCCESSOR CUSTODIAN ALL
SECURITIES AND MONEY THEN OWNED BY THE CORPORATION AND HELD BY IT AS CUSTODIAN,
AFTER DEDUCTING ALL FEES, EXPENSES AND OTHER AMOUNTS FOR THE PAYMENT OR
REIMBURSEMENT OF WHICH IT SHALL THEN BE ENTITLED.
2.
IF A SUCCESSOR CUSTODIAN IS NOT DESIGNATED BY THE CORPORATION OR
CUSTODIAN IN ACCORDANCE WITH THE PRECEDING SECTION, THE CORPORATION SHALL UPON
THE DATE SPECIFIED IN THE NOTICE
15
OF TERMINATION OF THIS AGREEMENT AND UPON THE DELIVERY BY CUSTODIAN OF ALL
SECURITIES (OTHER THAN SECURITIES WHICH CANNOT BE DELIVERED TO THE CORPORATION)
AND MONEY THEN OWNED BY THE CORPORATION BE DEEMED TO BE ITS OWN CUSTODIAN AND
CUSTODIAN SHALL THEREBY BE RELIEVED OF ALL DUTIES AND RESPONSIBILITIES PURSUANT
TO THIS AGREEMENT, OTHER THAN THE DUTY WITH RESPECT TO SECURITIES WHICH CANNOT
BE DELIVERED TO THE CORPORATION TO HOLD SUCH SECURITIES HEREUNDER IN ACCORDANCE
WITH THIS AGREEMENT.
ARTICLE X
MISCELLANEOUS
1.
THE CORPORATION AGREES TO FURNISH TO CUSTODIAN A NEW CERTIFICATE OF
AUTHORIZED PERSONS IN THE EVENT OF ANY CHANGE IN THE THEN PRESENT AUTHORIZED
PERSONS.
UNTIL SUCH NEW CERTIFICATE IS RECEIVED, CUSTODIAN SHALL BE FULLY
PROTECTED IN ACTING UPON CERTIFICATES OR ORAL INSTRUCTIONS OF SUCH PRESENT
AUTHORIZED PERSONS.
2.
ANY NOTICE OR OTHER INSTRUMENT IN WRITING, AUTHORIZED OR REQUIRED BY THIS
AGREEMENT TO BE GIVEN TO CUSTODIAN, SHALL BE SUFFICIENTLY GIVEN IF ADDRESSED TO
CUSTODIAN AND RECEIVED BY IT AT ITS OFFICES AT ONE WALL STREET, NEW YORK, NEW
YORK 10286, OR AT SUCH OTHER PLACE AS CUSTODIAN MAY FROM TIME TO TIME DESIGNATE
IN WRITING.
Any notice or other instrument in writing, authorized or required by this
Agreement to be given to the Corporation shall be sufficiently given if
addressed to the Corporation and received by it at its offices at 1521
Westbranch Drive, Suite 200, McLean, Virginia
22102, or at such other place as
the Corporation may from time to time designate in writing.
3.
EACH AND EVERY RIGHT GRANTED TO EITHER PARTY HEREUNDER OR UNDER ANY OTHER
DOCUMENT DELIVERED HEREUNDER OR IN 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 OF EITHER PARTY TO EXERCISE, AND NO DELAY IN EXERCISING, ANY RIGHT
WILL OPERATE AS A WAIVER THEREOF, NOR WILL